LOAN AND SECURITY AGREEMENT

1.2            Advances .  Subject to the terms and conditions contained herein (and so long as no Event of Default has occurred and is continuing ), Lender shall make advances hereunder up to the total amount of the principal sum stated above, as follows: At closing, Lender shall advance to Borrower the initial principal amount of One Million Five Hundred Fifty Thousand Dollars ($1,550,000.00) (the “ Initial Advance ”).  In addition to the Initial Advance, Lender agrees to make additional advances (each a “ Subsequent Advance ”) in minimum amounts of at least Two Hundred Thousand Dollars ($200,000) to Borrower, within five (5) Business Days of receipt of a written request therefor from the date hereof until June 30, 2008, provided that (A) the Borrowing Conditions (as defined herein) are satisfied as of the date of the Initial Advance and each Subsequent Advance, and (B) the aggregate principal amount of the Initial Advance and Subsequent Advances shall not exceed Three Million Five Hundred Thousand Dollars ($3,500,000).

1.3            Interest .  The Loan shall bear interest at the rate of 18% per annum payable as follows:  Lender shall receive warrants (“ Interest Warrants ”) in the form attached hereto as Exhibit A to purchase that number of shares of common stock of the Borrower (“ Common Stock ”) that will equate to an 18% annual percentage rate return on the Loan, assuming it is repaid upon maturity (which  equates to 1,389,096  shares of Common Stock as of the date hereof assuming the Loan is fully funded at $3.5 million), at an exercise price per share of $0.506, exercisable for seven (7) years commencing six months from the closing of the Loan.  In the event that the Loan is funded at less than $3.5 million, a ratably lower number of Interest Warrants shall be issued.  In the event Subsequent Advances are made, Borrower shall issue to Lender a ratable number of additional Interest Warrants.

1.4            Maturity Date .  The maturity date of the Loan shall be October 30, 2008 (“ Maturity Date ”) unless such Maturity Date is extended in writing by Lender in its sole and absolute discretion.

1.5            Repayment .  On the Maturity Date, Borrower shall pay to Lender in cash all outstanding principal under the Note.   In addition to the foregoing, the following mandatory repayment terms shall apply:

(i)             Prepayments Upon Failure of Meet Borrowing Conditions .  For so long as any amount remains outstanding under this Note, Borrower shall provide Lender with a written report (each a “ Borrowing Base Report ”) within five (5) Business Days immediately following the end of each week, which Borrowing Base Report shall specify the carried value of the Qualified Accounts Receivable, Inventory and cash accounts on Borrower’s financial records as of the last day of the applicable week (each a “ Reporting Date ”), and shall certify that the Borrowing Conditions continue to be satisfied as of such Reporting Date.  In the event that any Borrowing Base Report indicates that the Borrowing Conditions are not satisfied as of the applicable Reporting Date, then, within five (5) Business Days immediately following such Reporting Date (each a “ Mandatory Prepayment Date ”), Borrower shall prepay an amount of principal under the Loan as shall be required to satisfy the Borrowing Conditions in full as of such Mandatory Prepayment Date.

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(ii)            Prepayments Upon Receipt of Rebates .  Upon the receipt by Borrower of funds in respect of Rebates (as defined in Section 14.2), Borrower shall prepay an amount of principal under the Loan equal to such funds received in respect of such Rebates.  Prepayments pursuant to this Section 1.5(ii) shall be made within five (5) Business Days of the receipt of the applicable Rebate funds.

1.6            Notwithstanding the foregoing, upon the occurrence of an Event of Default, the principal of the Note, together with all Interest Warrants required to be granted to Lender under Section 1.3  hereof, all of Lender’s reasonable attorneys’ fees and costs incurred in connection with enforcement of the terms hereof and of the Note, and any other liabilities and obligations of Borrower accrued under the Loan Documents, shall become, at the election of Lender in writing pursuant to the terms of this Agreement, immediately due and payable without presentment, demand, protest, notice of dishonor, or any other notice of any kind, all of which are expressly waived by Borrower, anything contained herein notwithstanding.

1.7            Prepayment Privilege .  The Obligations under this Agreement evidenced by the Note may be prepaid in full at any time, without penalty or premium.

2.              Grant of Liens .  As security for the due and punctual payment and performance in full of all Obligations (whether at the stated maturity, by acceleration, or otherwise), Borrower hereby pledges, and grants to the Lender a continuing security interest in and a general Lien (as hereinafter defined) upon the Collateral and all additions thereto and substitutions therefor, whether heretofore, now or hereafter received by or delivered or transferred to the Lender hereunder, and all proceeds of the foregoing.

3.              Continuing Security Interest .

3.1            This Agreement creates an assignment, pledge, charge, continuing security interest in, and general Lien upon, the Collateral and shall (a) remain in full force and effect until all Obligations under the Note have been indefeasibly paid in full, (b) be binding upon Borrower and its successors, transferees, and assigns, and (c) inure, together with the rights and remedies of Lender hereunder, to the benefit of the Lender and its successors, transferees, and assigns.

3.2            Upon the indefeasible satisfaction in full of all Obligations due under the Loan Documents, the pledge, Lien, and security interest granted hereunder shall terminate and, all rights to the Collateral shall revert to Borrower.  Upon such termination, the Lender will execute and deliver to Borrower such documents as Borrower shall reasonably request to evidence such termination and the Lender shall deliver and transfer such Collateral to Borrower.

4.              Delivery and Perfection; Further Action .  Borrower hereby irrevocably authorizes Lender to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral, and agrees itself to take all such other actions and to execute and deliver and file or cause to be filed such other instruments, agreements or documents, as Lender may reasonably require in order to establish and maintain a perfected, valid, and continuing first priority security interest and Lien in the Collateral in accordance with this Agreement and the UCC and other applicable law.  Borrower, Lender and CB&T are executing the Deposit Account Control Agreement concurrently herewith.

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5.              Proceeds of Sale .  Nothing contained in this Agreement shall limit or restrict in any way Lender’s right to receive Proceeds (as defined in Section 14.2  below) of the Collateral in any form in accordance with the provisions of this Agreement.

6.              Representations and Warranties .  To induce Lender to enter into the Loan Documents and to agree to make the Loan described herein, Borrower, and the individuals executing this Agreement and the Note on its behalf, represent and warrant, and seek to have Lender rely on the statements as set forth herein, that as of the date hereof and as of the date of any Subsequent Advances (except as otherwise described or set forth in any of the Borrower’s filings with the Securities and Exchange Commission pursuant to the Exchange Act of 1934, as amended):

6.1            Power and Authority .  Borrower has the power to take all actions contemplated hereby.  The Loan Documents when executed and delivered by Borrower will constitute the legal, valid and binding obligation of Borrower, and will be upon execution, enforceable against Borrower in accordance with their respective terms.

6.2            No Violation .  The execution, delivery or performance of the obligations by Borrower and compliance by Borrower with the terms and provisions hereof and thereof, (a) do not contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality applicable to Borrower,  (b) do not conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (other than as contemplated by the Loan Documents) upon any of the property or assets of Borrower pursuant to the terms of any material indenture, mortgage, deed of trust, credit agreement, loan agreement or other agreement, contract or instrument to which Borrower is a party or by which Borrower or any of its properties or assets are bound or to which any Borrower may be subject and (c) do no violate any provision of Borrower’s organizational documents or other agreements or understandings, including but not limited to, the provisions of the Borrower’s articles of incorporation, by-laws, or any amendments thereto.

6.3            Governmental Approvals .  Except for (1) any filings with the Secretary of State or county clerk’s office in connection with the security interests covering any of the Collateral, and (2) any state or federal securities filings required by this transaction,  no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, or other act by (except as have been obtained or made), any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (a) the execution, delivery and performance by Borrower of the Loan Documents or (b) the legality, validity, binding effect or enforceability against Borrower of the Loan Documents.

6.4            Tax Returns and Payments .  Borrower has filed all tax returns required to be filed by it and has paid all income and franchise taxes payable by it which have become due pursuant to such tax returns and all other taxes and assessments payable by it which have become due, other than those not yet delinquent and except for those contested in good faith and by

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appropriate proceedings.  The amounts shown on those tax returns fairly present the tax position of the Borrower, and the undersigned officer(s) of Borrower do not expect any material adjustments or any amounts shown on such tax returns.  Borrower has paid, or has provided adequate reserves for the payment of, all foreign, federal and state income and franchise taxes, all employer and employee withholding taxes and all appropriate withholding required under state or federal law, applicable for all prior fiscal years and for the current fiscal year to the date hereof.  As of the date hereof, no tax lien has been filed, and, to the knowledge of Borrower, no claim is being asserted, with respect to any tax, fee or other charge.

6.5            Compliance with Laws, etc.   Borrower is in compliance with all applicable statutes, laws, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its properties, except such noncompliance as would not, in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, assets or properties of Borrower.

6.6            Name; Location of Offices and Records .  Borrower has never conducted business under any names other than Open Energy Corporation, Barnabus Enterprises Ltd and Barnabus Energy, Inc.  The chief executive offices and the chief place of business for Borrower and the office where Borrower keeps its books and records, are located at the addresses set forth in Section 14.3 hereof.

6.7            Borrower’s Organization .  Borrower is a corporation duly formed under the laws of the State of Nevada.

6.8            Subsidiaries .  Borrower has no Subsidiary and does not own any shares of capital stock or other securities of or equity interest in any other Person.

6.9            Collateral .  Borrower is and will be the sole legal and beneficial owners of all of the Collateral now owned or hereafter acquired free and clear of any Lien, security interest, assignment, option, or other charge or encumbrance, other than the Lien or security interest created by this Agreement in favor of Lender and any Permitted Liens.

6.10          Borrower’s Authorization .  The Loan Documents have been duly and validly authorized by Borrower and executed and delivered by Borrower.

6.11          Borrower’s Solvency .  As of the date hereof:

(i)             Borrower is not insolvent and the granting of the security interest in the Collateral shall not render Borrower insolvent (as defined in Title 11, United States Code Section 101(32));

(ii)            the property remaining with Borrower is not unreasonably small for the conduct of Borrower’s business; and

(iii)           Borrower does not intend to incur, and does not believe it will incur debts that would be beyond the Borrower’s ability to pay as such debts mature.

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6.12          Indebtedness .  All financial statements of the Borrower and all related financial data set forth in the Borrower’s Quarterly Report on Form 10-QSB for the quarterly period ended February 29, 2008 (the “ Form 10-QSB ”)were true and correct in all material respects as of their respective dates and for the periods covered, and no material adverse change has occurred in the financial condition presented therein since the respective dates thereof.  Since the date of the latest balance sheet set forth in the Form 10-QSB, the Borrower has incurred no indebtedness other than in the ordinary course of business.

7.              Covenants .  In consideration of the Loan described herein, Borrower covenants and agrees that, from the date of this Agreement until the indebtedness represented by the Note and all other amounts owed under the Loan Documents are paid in full in cash, Borrower shall comply with the following provisions:

7.1            No Disposition .  Borrower will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Collateral, nor will it create, incur, or permit to exist any Lien on or with respect to any of the Collateral, any interest therein, or any Proceeds thereof, other than in the ordinary course of business.  Borrower covenants and agrees that it  will take all action necessary to remove any claims to, interest in, or Lien upon the Collateral and the security interest granted hereby, and shall defend the right, title and interest of Lender in and to the Collateral against claims and demands of all persons and entities at any time claiming the same or any interest therein.

7.2            Use of Proceeds .  All proceeds of the Loan will be used by Borrower exclusively as provided in Section 1.1 .

7.3            Taxes, Assessments and Liabilities .  Borrower shall pay all taxes, assessments, and other liabilities when due, except for those which are contested in good faith.

7.4            Good Standing .  Borrower shall remain in good standing under the laws of each jurisdiction where Borrower is duly qualified to conduct business.

7.5            Further Assurances .  Borrower shall provide Lender with such additional information or documentation as Lender may reasonably request from time to time.

7.6            Records and Information .  Borrower agrees to keep records concerning the Collateral, including without limitation, the Borrowing Base Records.  Borrower agrees to promptly furnish to the Lender such information concerning Borrower, the Collateral, the Borrowing Base and any Account Debtor as the Lender may reasonably request

7.7            Incurrence of Indebtedness .  Borrower shall not, incur or guarantee or assume any indebtedness, other than the indebtedness evidenced by the Note and Permitted Indebtedness without the prior written consent of the Lender.

7.8            Restricted Payments .  Borrower shall not directly or indirectly, redeem, defease, repurchase, repay or make