<PAGE>
                                                                   EXHIBIT 10.9

                  FIRST AMENDMENT TO ASSIGNMENT AND AGREEMENT

This FIRST AMENDMENT TO ASSIGNMENT AND AGREEMENT (this "First Amendment") is
made and entered into EFFECTIVE as of March 30, 2002, by and between THOMAS H.
HEBERT ("Assignor"), an individual residing in Lutz, Florida; GLOBAL ENERGY &
ENVIRONMENTAL RESEARCH, INC. ("GEER"), a Florida corporation; and GLOBAL ENERGY
GROUP, INC. ("Assignee"), a Delaware corporation.

                                  WITNESSETH:

For and in consideration of the mutual promises and covenants herein contained
and the mutual advantages accruing to Assignor and Assignee, and for other good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:

1. BACKGROUND. Assignor and GEER entered into that certain Assignment &
Agreement identified on Exhibit A to this First Amendment (the "Original
Agreement"). For the purposes of this First Amendment, each capitalized term
appearing in this First Amendment shall have the definition applicable to such
term in the First Amendment, unless the context in which such term is used in
this First Amendment clearly indicates otherwise. Assignee has assumed the
operations of GEER, and accordingly the parties have agreed that Assignee
should be substituted for GEER under the Original Agreement. In addition, the
parties have agreed that certain terms of the Original Agreement shall be
modified.

2. ASSIGNMENT, ASSUMPTION AND SUBSTITUTION. GEER does hereby assign to Assignee
all its right, title and interest in, to and under the Original Agreement, and
Assignor does hereby consent and agree to such assignment. Assignor, Geer and
Assignee further agree that (i) Assignee is hereby substituted for GEER under
the Original Agreement, as if Assignor and Assignee were the original parties
to the Original Agreement, (ii) Assignee does hereby accept, assume and agree
to pay and perform, as and when due, and as if Assignee had been an original
party to the Original Agreement, all obligations of GEER and all obligations of
the party designated "Assignee" under the Original Agreement, (iii) GEER is
hereby released from, is no longer a party to, and shall have no further
liability or obligation under or with respect to the Original Agreement. Geer
does hereby grant, bargain, assign and transfer to Assignee all its right,
title and interest in, to and under all Assigned Products and all Assignor
Patent Rights.

3. ELIMINATION OF INITIAL ROYALTY PAYMENTS. Until April 1, 2004, the royalty
rate under the Original Agreement shall be 0%, and the minimum annual royalty
shall be $0, and no royalty or other payment shall be due or payable under the
Original Agreement until on or after April 1, 2004. All royalty percentages and
minimum annual royalty amounts for periods beginning on or after April 1 2004
shall be as set forth in the Original Agreement. Notwithstanding anything to
the contrary, however, (i) this Section 3 shall not apply as to any Assigned
Product during any period during which any person or entity not affiliated with
Assignee has the right, by way of a license by Assignee to such person or
entity, to manufacture, market and sell such Assigned Product, and (ii) if
Assignee sells all or substantially all of its right, title and interest in, to
and


<PAGE>

under an Assigned Product and the related Assignor Patent Rights to any
person or entity not affiliated with Assignee, then this Section 3 shall not
thereafter apply as to such Assigned Product.

4. ADJUSTMENT IN ROYALTY RATES. Every reference in the Original Agreement to
"five percent" or "5%" is amended to read "three percent" or "3%,"
respectively.

5. DEFINITION OF "GROSS SALES PRICE." The definition in the Original Agreement
of "Gross Sales Price" in Paragraph 1.6 of the Original Agreement is amended by
the addition of the following at the end of such definition:

         "When an Assigned Product is included as part of an Assignee
         Product containing, incorporating or including products and
         materials other than Assigned Products, any royalty or other
         amount payable under this Assignment and Agreement shall be
         payable only with respect to the portion of the Gross Sales
         Price for such Assignee Product allocable to the included
         Assigned Product(s). The Gross Sales Price allocable to such
         included Assigned Product(s) shall be the cost of such
         Assigned Product(s) increased by the markup on the entire
         Assignee Product. Example: ASSIGNEE sells a 10-ton package
         rooftop unit containing an Assigned Product for $5,000. The
         cost of the entire package is $3,846, meaning that the
         package is sold with a 30% markup. The aggregate cost of the
         Assigned Product(s) included in the system is $540.
         Accordingly the "Gross Sales Price" of such Assigned
         Product(s) in this example would be $702. For the purposes
         of this paragraph, (i) "Assignee Product" means and includes
         any item, product, system and/or package, and/or any
         collection or aggregation of items, products, systems and/or
         packages, marketed and either licensed or sold by ASSIGNEE,
         (ii) any reference to the "cost" of an Assignee Product or
         any element, component, part or portion of an Assignee
         Product means the cost thereof to ASSIGNEE (or other person
         selling such Assignee Product) as reflected on the books and
         records of the seller, and (iii) any reference to the
         "markup" on, of or with respect to any Assignee Product
         means the excess, if any, of the gross selling price of such
         Assignee Product over the cost thereof, divided by such
         cost, expressed as a percentage." With respect to any
         Assigned Product or Assignee Product sold by any Licensee,
         royalties and other amounts are payable under this
         Assignment and Agreement only with respect to the amounts
         actually received by ASSIGNEE and not with respect to the
         amounts received by the Licensee.

Every reference in the Original Agreement to the capitalized term "Gross
Selling Price" is amended to read "Gross Sales Price."

6. DOCUMENTATION. Each party, at its own expense and without further
consideration, will execute and deliver such other documents, and take such
other action, as may be necessary or appropriate in order to consummate more
effectively the transactions contemplated hereby,


FIRST AMENDMENT TO ASSIGNMENT AND AGREEMENT                               PAGE 2
<PAGE>

including in particular as necessary or appropriate to effectuate the transfer
of all Assigned Products and all Assignor Patent Rights to Assignee.

7. EFFECT OF AMENDMENT; NO OTHER MODIFICATION. This First Amendment together
with the Original Agreement constitute the entire agreement between Assignor
and Assignee as to the subject matter of the Original Agreement and this First
Amendment, and there are no other agreements, understandings, restrictions,
warranties or representations between the parties relating to such subject
matter. To the extent that the Original Agreement is inconsistent with the
terms of this First Amendment, it is superseded and controlled by this First
Amendment. Any provision of the Original Agreement inconsistent with this First
Amendment is hereby amended to be consistent with this First Amendment. Other
than as amended by this First Amendment, the Original Agreement remains in full
force and effect, and, except as modified by this First Amendment, the terms
and provisions of the Original Agreement are hereby ratified and affirmed.

8. COUNTERPARTS AND FACSIMILE. This First Amendment may be executed in two
counterparts, each of which shall be considered an original, but both of which
together shall constitute one and the same instrument, and shall become
effective when each of the parties has executed at least one of the
counterparts even if both parties have not executed the same counterpart. The
parties expressly acknowledge and agree that the printed product of a facsimile
transmittal shall be deemed to be "written" and a "writing" for all purposes of
the Original Agreement and this First Amendment.


FIRST AMENDMENT TO ASSIGNMENT AND AGREEMENT                               PAGE 3
<PAGE>

IN WITNESS WHEREOF, the parties hereto have set their hands and seals to
indicate that each of them does fully understand and agree with and to the
foregoing.



                                        /s/ Thomas H. Hebert
                                    --------------------------------------------
                                    THOMAS H. HEBERT
                                    ("Assignor")


                                    GLOBAL ENERGY GROUP, INC.
                                    ("Assignee")



                                    By: /s/ Joseph H. Richardson
                                       -----------------------------------------
                                    Name:  Joseph H. Richardson
                                         ---------------------------------------
                                    Title: President
                                          --------------------------------------


                                    GLOBAL ENERGY & ENVIRONMENTAL
                                    RESEARCH, INC.
                                    ("GEER")



                                    By: /s/ Joseph H. Richardson
                                       -----------------------------------------
                                    Name:  Joseph H. Richardson
                                       -----------------------------------------
                                    Title: President
                                       -----------------------------------------


FIRST AMENDMENT TO ASSIGNMENT AND AGREEMENT                               PAGE 4
<PAGE>

                                   EXHIBIT A
                      IDENTIFICATION OF ORIGINAL AGREEMENT

DATE OF ORIGINAL AGREEMENT:

         August 10, 1998

"ASSIGNED PRODUCT" UNDER ORIGINAL AGREEMENT:

         Thermosyphon Heat Recovery And Method Therefor as disclosed and
         claimed in the United States Patent Number 4,599,870 dated July 15,
         1986 and any improvements thereon that are dominated by U. S. Patent
         Number 4,599,870

RELATED PATENT OR PATENT APPLICATION NOS. (IF ANY):

         U. S. Patent #4,599,870


FIRST AMENDMENT TO ASSIGNMENT AND AGREEMENT                               PAGE 5
<PAGE>

         This is an Assignment and Agreement, dated this 10th day of August,
1998, by and between Thomas H. Hebert of 1340 Eastwood Drive, Lutz, Florida
33549 (hereinafter "ASSIGNOR") and Global Energy Environmental Research, Inc.,
a State of Florida corporation, having its mailing address at 15445 N. Nebraska
Ave., Lutz, Florida 33549 (hereinafter "ASSIGNEE").

                            ARTICLE I - DEFINITIONS

1.1      "Assigned Product" shall mean the Thermosyphon Heat Recovery And
         Method Therefor as disclosed and claimed in the United States Patent
         Number 4,599,870 dated July 15, 1986 and any improvements thereon that
         are dominated by U.S. Patent Number 4,599,870.

1.2      "Assignor Patent Rights" shall mean U.S. Patent Application Number
         4,599,870 or any additional patent applications filed on any
         improvements of the Assigned Product, all U.S. patents issuing
         thereon, and any corresponding foreign patents and patent applications
         throughout the world which lay claim convention priority upon, or is
         dominated by, such United States patent or patent application.

1.3      "Licensee" shall mean any entity, whether a partnership, firm,
         company, corporation or otherwise to which ASSIGNEE grants a license
         under Assignor's Patent Rights.

1.4      "Valid Claim" shall mean any claim in any patent application that is
         allowed, resulting in an issuance of a United States Letters of Patent
         or any patent not yet expired included in the Assignor Patent Rights
         in the respective countries which has not been denied, nor invalidated
         by a decree of a Tribunal of competent jurisdiction, from which no
         further appeal is available.

1.5      "Commercially Exploited" shall mean the use, sale, lease or other
         activity serving to generate income on the Assigned Product.

1.6      "Gross Sales Price" shall mean the gross selling price received by
         Assignee and its Licensees of the Assigned Product, F.O.B. factory,
         without any deductions for cash discounts, including retail, wholesale
         and direct sales by mail order.

                       ARTICLE II - ASSIGNMENT OF RIGHTS

2.1      ASSIGNOR hereby assigns to ASSIGNEE all of the Assignor Patent Rights
         throughout the world.

2.2      The assignment granted under Paragraph 2.1 of this Article II includes
         the right to grant licenses to import, make, have made, use and sell
         the Assigned Product throughout the world. ASSIGNEE shall give written
         notice to ASSIGNOR with respect to each license granted by the
         ASSIGNEE.


<PAGE>

2.3      The assignment of rights hereunder is limited to those rights included
         in Assignor Patent Rights.

                             ARTICLE III - ROYALTY

3.1      In consideration of the Assignment of Paragraph 2.1 of Article II,
         Assignee shall pay Assignor, royalties as set forth in Paragraph 3.2
         of this Article III.

3.2      ASSIGNEE agrees to pay ASSIGNOR an accrued royalty in the amount of
         five percent (5%) of the Gross Selling Price for each product
         manufactured, distributed, sold, etc. that is covered by/under, or
         becomes covered by a Letters of Patent, derived or accomplished by the
         Patent Application set forth in Paragraph 1.1 of Article I. To the
         extent ASSIGNEE grants a license to a third party under Assignor
         Patent Rights and receives royalties or other remuneration therefor,
         then ASSIGNEE agrees to pay ASSIGNOR five percent (5%) of such
         royalties and/or license fees.

3.3      No royalty shall be paid twice on the same Assigned Product and any
         customer or ASSIGNEE or its Licensees is entitled to resale or export
         the Assigned Product anywhere in the world without the payment of
         additional royalties.

3.4      Royalties will accrue on each product manufactured, distributed, or
         sold that is covered by/under a Patent Pending Application. Royalties
         will not be paid or disbursed until such time as the actual Patent has
         issued. In the event that a Patent Application is; a) abandoned, b)
         allowed no claims, c) rejected, or d) determined to be without the
         ability to file arguments that would result in Valid Claims, then no
         royalty would be paid, and all royalties accrued would revert to
         ASSIGNEE. In the event a Patent Application results in an issuance of
         a United States Letter of Patents, then all accrued royalties will be
         dispersed in accordance with Paragraphs 6.1 and 6.2 of Article VI.

3.5      Minimum Annual Royalties are as follows:

         Upon and from the date of Patent Issuance -

         Year One -                 0
         Year Two -                 0
         Year Three -               $10,000.00
         Year Four -                $25,000.00
         Year Five -                $40,000.00
         Year Six -                 $60,000.00
         Year Seven -               $75,000.00

         Every Year Thereafter Until the Expiration of the Letters of Patent -
         $ 100,000.00


<PAGE>

          ARTICLE IV - COMMERCIAL EXPLOITATION AND PATENT PROSECUTION

4.1      ASSIGNEE shall use reasonable efforts to COMMERCIALLY EXPLOIT the
         Assigned Product.

4.2      ASSIGNEE shall have control of the preparation and prosecution of all
         pending patent applications, in respect to the aforementioned patents
         as covered in the Assigned Product and any pending patent
         applications, in respect to the aforementioned patent application as
         covered in the Assigned Product, included within Assignor Patent
         Rights.

4.3      ASSIGNEE shall pay for the expenses and costs relating to such
         preparation and prosecution of those applications contemplated by
         Paragraph 4.2 of the Article IV.

4.4      ASSIGNEE shall pay for any taxes, annuities, maintenance fees, renewal
         and extension charges, and other out-of-pocket expenses, and related
         legal fees, in connection with any patent or patent applications
         included within the Assignor's Patent Rights.

4.5      Should ASSIGNEE decided, in its sole and absolute discretion, to
         abandon any pending patent application or to stop paying for the
         expenses and costs contemplated by Paragraphs 4.3 and 4.4, ASSIGNEE
         shall so notify ASSIGNOR to allow ASSIGNOR the opportunity to assume
         prosecution of the pending patent application and to begin paying for
         all of the expenses and costs.

                              ARTICLE V - RECORDS

5.1      ASSIGNEE shall submit or cause to be submitted to ASSIGNOR within one
         month following each semi-annual period (six months) a report setting
         forth (1) the number and (2) the Gross Sales Price of the Assigned
         Product, which ASSIGNEE has Commercially Exploited and (3) the amount
         of licensing royalties and remuneration received during that
         semi-annual period and which have not been previously reported.

5.2      ASSIGNEE agrees to keep books and records of account pertaining to
         Paragraph 5.1 of this Article V in such a manner as to permit the
         correctness and accuracy of any of the reports rendered in compliance
         with Paragraph 5.1 of this Article V to be ascertained. ASSIGNEE shall
         permit so much of the books and records thereof as pertain to the
         subject matter of this Assignment and Agreement to be confidentially
         inspected by a certified public accountant or ASSIGNOR'S designate,
         during ordinary business hours, but not more than once each
         semi-annual period, to confirm the correctness and accuracy of the
         reports rendered under Paragraph 5.1 of this Article V.


<PAGE>

                             ARTICLE VI - PAYMENTS

6.1      ASSIGNEE agrees to pay the amounts contemplated by Paragraph 3.2 of
         Article III, semi-annually on a calendar basis and, within one month
         following each semi-annual calendar period and shall tender such
         payments to ASSIGNOR concurrently with the reports contemplated by
         Paragraph 5.1 of Article V.

6.2      ASSIGNEE agrees to pay the amounts contemplated by Article III at
         ASSIGNOR address listed hereinabove, or at such other places as
         ASSIGNOR may specify from time to time, in United States dollars and
         through a United States bank designed by ASSIGNOR.

                    ARTICLE VII - VALIDITY AND INFRINGEMENT

7.1      In the event that a Valid Claim of the patent included in Assignor
         Patent Rights is finally held to be invalid or limited in scope by a
         court of competent jurisdiction from which appeal can no longer be
         taken, ASSIGNEE from the date of entry of the decision of such Court,
         shall be permanently relieved to the extent of such holding of
         invalidity or limitation of scope as to the obligation to pay accrued
         royalties on the Assigned Product in accordance with Paragraph 3.2 of
         Article III, provided that such Assigned Product is not covered by
         another Valid Claim on one or more patents coming with Assignor Patent
         Rights assigned hereunder which have not been held to be invalid or
         limited in scope as provided herein.

7.2      In the event ASSIGNOR and ASSIGNEE agree that a particular Assigned
         Product or the use thereof does not infringe a particular Valid Claim
         of any patent included in Assignor Patent Rights, ASSIGNEE shall
         thereafter be permanently relieved, with respect to any Assigned
         Product or use thereof which is the same as the Assigned Product or
         use thereof, agreed not to be infringed from the Assigned Product, the
         obligation of making further payments to ASSIGNOR which might
         otherwise be due under Paragraph 3.2 of Article III, such relief to be
         effective as of the date of entry, of such date, of such agreement;
         provided however, that the Assigned Product is not covered by another
         Valid Claim of one or more patents within Assignor Patent Rights which
         have not been held or agreed not to be infringed as provided, herein.

7.3      ASSIGNEE may, in its own name, bring or prosecute infringement suits
         against others who are infringing the patents within Assignor Patent
         Rights and shall be entitled to all recovery therefrom. ASSIGNEE shall
         have the full and sole right to control such or other proposed
         litigation and may discontinue any such suit or proposed litigation at
         any time upon giving thirty (30) days written notice of its intent to
         do so, to ASSIGNOR. ASSIGNOR may at their option, thereafter elect to
         continue such suit or other litigation at its own expense as evidenced
         by written notice to ASSIGNEE, and in such event, ASSIGNOR shall be
         entitled to all recovery therefrom, but shall keep ASSIGNEE fully
         advised of the progress of such continued suit or other litigation.


<PAGE>

7.4      It is mutually agreed between the parties nothing herein contained
         shall be construed to require either party to expend money in
         litigation or in the enforcing of Assignor Patent Rights unless it so
         elects and in the event a party proceeds with litigation in the name
         of the other party any cause in which such other party is not
         voluntarily a party, as evidenced by written notice, such party shall
         and agrees to hold harmless the other party from any and all
         liabilities arising thereunder, including, but not limited to,
         attorneys fees, court costs, and damages arising out of counterclaims,
         cross claims and the like.

7.5      ASSIGNOR represents that he is unaware of any rights of others which
         would be infringed by the Commercial Exploitation of the Assigned
         Product.

                              ARTICLE VIII - TERM

8.1      This Assignment and Agreement shall become effective upon mutual
         execution hereof and shall continue in effect until the expiration of
         the last to expire of the patent in Assignor Patent Rights coming
         hereunder.

8.2      If ASSIGNEE shall have failed in the performance of any of its
         covenants under this Assignment and Agreement, including the payment
         of royalties contemplated by Paragraph 3.2 of Article III, ASSIGNOR
         may terminate this Assignment and Agreement provided (a) ASSIGNOR
         provides ASSIGNEE written notice listing the specific failure of
         performance, (b) ASSIGNEE fails to cure such failure of performance
         within forty-five (45) days following its receipt of such notice, and
         (c) the default is in fact existing. Should a dispute arise over
         whether the default is in fact existing, ASSIGNEE may institute
         arbitration proceedings contemplated by Paragraph 11.3 of Article XI
         within the forty-five (45) day cure period whereupon termination shall
         be held in abeyance pending a decision of the arbitrator(s).

8.3      ASSIGNEE may terminate this Assignment and Agreement at any time,
         provided however, a forty-five (45) day written notice of ASSIGNEE'S
         intent to terminate this Assignment and Agreement is tendered to
         ASSIGNOR at the address contained herein.

8.4      Termination of this Assignment and Agreement shall not relieve either
         party of its obligations incurred up to the date of termination.

8.5      Upon termination, the rights listed in Assignor Patent Rights
         transferred hereunder shall revert to ASSIGNOR.

                              ARTICLE IX - MARKING

9.1      ASSIGNEE agrees that each and every Assigned Patent commercially
         exploited by it hereunder covered by Assignor Patent Rights shall be
         marked with the statutory patent marking, or if it is not practical to
         mark the Assigned Product, to mark the container in which they are
         commercially exploited. ASSIGNEE further agrees to secure similar
         commitments from its Licensees.


<PAGE>

                               ARTICLE X - NOTICE

10.1     Any notice or communication required or permitted hereunder shall be
         deemed to be duly given when sent by certified mail, return receipt
         requested, to the last known address of the other party.

10.2     Until otherwise notified in writing, the addresses of the parties
         hereto for purposes of such notice or communications are as set forth
         on page one of this Assignment and Agreement.

                           ARTICLE XI - MISCELLANEOUS

11.1     This Assignment and Agreement shall enure to the benefit of and be
         binding upon ASSIGNEE and may be transferred to or assigned by
         ASSIGNEE without the written consent of ASSIGNOR.

11.2     If at any time either party hereto shall elect not to assert its
         rights under any provision of this Agreement and Assignment in the
         event of breach of said provision by the other party, its action or
         lack of action in that respect shall not be construed as its
         continuing waiver of its rights under such provision or under any
         other provision of this Assignment and Agreement.

11.3     This Assignment and Agreement shall be construed under and in
         accordance with the laws of the State of Florida. Any controversy or
         claim arising out of this Assignment and Agreement or a breach or
         alleged breach thereof shall be settled by (a) arbitration in
         accordance with the rules of the American Arbitration Association
         ("AAA"), such arbitration to take place in Tampa, Florida, and any
         judgment upon the award rendered by the arbitrator may be entered in
         any court having jurisdiction thereof, or (b) a mutually agreed upon,
         licensed, State of Florida certified attorney, who will sit as the
         designated arbitrator and any judgment or award rendered by the
         arbitrator may be entered in any court having jurisdiction thereof.
         Each party agrees that any action or proceeding that may be brought in
         connection with this Assignment and Agreement must be brought against
         each party in the Federal Court of the Middle District of Florida in
         Tampa and each party hereto hereby consents and shall not oppose for
         any reason such jurisdiction and venue.

11.4     In the event any Article or part thereof contained in this Assignment
         and Agreement is declared invalid or unenforceable by final judgment
         or decree of the arbitrators or by a court of competent jurisdiction
         from which no appeal is taken, all other Articles and parts thereof
         contained in this Agreement and Assignment shall remain in full force
         and effect and shall not be affected thereby.

11.5.    This Assignment and Agreement shall supercede all prior written and
         oral agreement between the parties. No changes, modifications, or
         amendments shall be effective unless in writing and executed by both
         parties hereof with the same formality as this Assignment and
         Agreement.


<PAGE>

THOMAS H. HEBERT

I, Thomas H. Hebert, have executed this document by my own free will for the
purposes set forth herein.



/s/ Thomas H. Hebert                                8/10/98
---------------------                               -------
  Thomas H. Hebert                                    Date

I, Eugene L. Cornett, have personally witnessed Mr. Thomas H. Hebert having
executed this document.



/s/ E. L. Cornett                                   8/10/98
------------------                                  -------
     Witness                                          Date

GLOBAL ENERGY ENVIRONMENTAL RESEARCH, INC.

I/We, representing Global Energy Environmental Research, Inc., have executed
this document by my/our own free will for the purposes set forth herein.



/s/ Richard E. Wiles                                8/10/98
---------------------                               -------
Global Energy & Environmental Research, Inc.          Date



By: /s/ Richard E. Wiles
   ----------------------
     Richard E. Wiles
Its: President and Chief Executive Officer

I, Eugene E. Cornett, have personally witnessed Mr. Richard E. Wiles having
executed this document.



/s/ E. L. Cornett                                   8/10/98
------------------                                  -------
      Witness                                         Date