Amor has excelled with the England Sevens side

Only five players who featured in the Six Nations Grand Slam-winning campaign are included as head coach Clive Woodward gives a host of promising youngsters a chance to shine.

The sizeable contingent of newcomers includes Bristol's highly-rated flanker Michael Lipman, Gloucester utility back Simon Amor, Saracens hooker Matt Cairns and Leeds back-row forward Dan Hyde.

Vickery to lead England

But there is also plenty of experience on offer for the non-cap fixture, with Phil Vickery captaining the side, alongside fellow Lions Dan Luger, Kyran Bracken, Mark Regan and Martin Corry.

Several of the players in the squad to face the Barbarians are also likely to feature in England's Churchill Cup line-up - coached by Jim Mallinder and Steve Diamond - for the Tests against Canada and the USA next month.

The matches against the Barbarians have been invaluable Clive Woodward

The majority of Woodward's senior squad, which will head Down Under for Tests against New Zealand (14 June) and Australia (21 June), are rested.

No players from Bath or Wasps were considered because they meet in the Parker Pen Challenge Cup final on the same day as the Barbarians date.

"I've selected an exciting squad featuring a number of full internationals and players who have emerged into contention for selection on the southern hemisphere and Churchill Cup tours in June," said Woodward.

"A number of players have impressed in the England A team this season, including Andy Titterrell, Chris Jones and Mark Cueto (Sale Sharks), and Dan Scarbrough (Leeds), while Simon Amor has played well for Gloucester and the England sevens squad.

Lipman has impressed despite Bristol's struggles this season

"A number of other players have the opportunity to push hard for selection on 25 May and I'm delighted that Matthew Cairns (Saracens), Dan Hyde (Leeds) and Michael Lipman (Bristol) have all developed so well during the season.

"It's good to see players like David Flatman and Dave Walder returning to their old form after long periods of injury and I'm sure the squad will be well led by Phil Vickery and Kyran Bracken."

England racked up a barrage of tries in beating a star-studded Baa-Baas side 53-29 at Twickenham 12 months ago.

"The matches against the Barbarians over the last two seasons have been invaluable," Woodward added.

"They have consistently produced sides of a very high standard, full of experienced internationals, which provide us with a very tough challenge."

England squad:

Backs: D Scarbrough (Leeds), P Christophers (Leeds), M Cueto (Sale Sharks), D Luger (Harlequins), M Stephenson (Newcastle), J Noon (Newcastle), B Johnston (Saracens), K Sorrell (Saracens), D Walder (Newcastle), S Amor (Gloucester), K Bracken (Saracens), N Walshe (Sale Sharks).