EXECUTIVE EMPLOYMENT AGREEMENT



         This Executive  Employment  Agreement  (this  "AGREEMENT")  is made and

entered into as of this 3rd day of January, 2006, by and between Century Pacific

Financial Corporation,  a Delaware corporation (the "COMPANY") and Darryn Barber

("EXECUTIVE").



         1.       ENGAGEMENT AND DUTIES.



                  1.1      Commencing  as of November  22, 2005 (the  "EFFECTIVE

DATE"),  and upon the  terms and  subject  to the  conditions  set forth in this

Agreement, the Company hereby engages and employs Executive as an officer of the

Company,  with the title and  designation of Chief  Operating  Officer and Chief

Financial  Officer of the Company.  Executive hereby accepts such engagement and

employment.



                  1.2      Executive's  duties  and  responsibilities  shall  be

those normally and customarily  vested in the offices of Chief Operating Officer

and Chief  Financial  Officer  of a  corporation,  subject  to the  supervision,

direction and control of the Chief Executive Officer of the Company (the "CEO").

In addition,  Executive's duties shall include those duties and services for the

Company and its  affiliates  as the CEO or the Board of Directors of the Company

(the "BOARD") shall from time to time reasonably direct.  Executive shall report

directly to the CEO.



                  1.3      Executive agrees to devote his primary business time,

energies,  skills, efforts and attention to his duties hereunder,  and will not,

without the prior  written  consent of the  Company,  which  consent will not be

unreasonably  withheld,  render  any  material  services  to any other  business

concern.  Executive  will use his best  efforts  and  abilities  faithfully  and

diligently  to promote the Company's  business  interests.  Notwithstanding  the

foregoing,  for a period of up to 6 months  following  the Effective  Date,  the

Company  agrees that  Executive  shall be permitted to continue to provide up to

approximately  one business day per week of his services to such other  entities

as are reasonably acceptable to the Company (the "TRANSITION SERVICES") provided

that such services do not  materially  interfere with  Executives  duties to the

Company.



         2.       TERM OF EMPLOYMENT.  Executive's  employment  pursuant to this

Agreement  shall  commence  on the  Effective  Date and shall  terminate  on the

earliest to occur of the following:



                  (a)      the close of  business  on the date that is two years

following the Effective Date;



                  (b)      the death of Executive;



                  (c)      delivery   to   Executive   of   written   notice  of

termination by the Company if Executive  shall suffer a "permanent  disability,"

which for purposes of this Agreement shall mean a physical or mental  disability

which, in the reasonable  judgment of the Board,  is likely to render  Executive

unable to perform his duties and  obligations  under this  Agreement  for ninety

days in any twelve-month period;



                  (d)      delivery   to   Executive   of   written   notice  of

termination  by the Company  "FOR  CAUSE," by reason of: (i) any act or omission

knowingly  undertaken or omitted by Executive





                                     - 1 -







with the intent of causing  damage to the  Company,  its  properties,  assets or

business or its stockholders,  officers, directors or employees; (ii) any act of

Executive involving a material personal profit to Executive,  including, without

limitation, any fraud,  misappropriation or embezzlement,  involving properties,

assets or funds of the  Company or any of its  subsidiaries;  (iii)  Executive's

consistent  failure to perform  his normal  duties or any  obligation  under any

provision  of this  Agreement,  in either  case,  as  directed by the CEO or the

Board;  (iv)  conviction  of, or pleading NOLO  CONTENDERE  to, (A) any crime or

offense  involving  monies or other  property  of the  Company;  (B) any  felony

offense; or (C) any crime of moral turpitude; or (v) the chronic or habitual use

or consumption of drugs or alcoholic beverages; or

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