EXHIBIT 10.1

    


    TERMINATION
AGREEMENT

    


    This TERMINATION AGREEMENT is made
and entered into as of May 13, 2009 (this “Agreement”) by and between James
Bobo, David Bobo, Ball Ground Recycling, LLC, Wood-Tech, LLC, Bobo Grinding
Equipment, LLC, Georgia National Trucking, LLC, BGR Trucking, LLC, Bobo
Grinding, Inc., BG Land, LLC, and Prime Management, LLC (collectively, the “Bobo
Entities”), and Global Energy Holding Group, Inc., a Georgia corporation
(“Global”).

    


    BACKGROUND
STATEMENT

    


    The Bobo Entities and Global entered
into that certain Equity Interest Purchase Agreement dated as of January 28,
2009 (the “EIPA”) pursuant to which certain equity interests in the Bobo
Entities were to be sold to and purchased by Global in a closing anticipated to
occur in February 2009.  The EIPA has been kept in full force and
effect by the agreement of all the parties as the parties sought to meet the
conditions for closing.  The transactions contemplated by the EIPA
have not been consummated and all parties to the EIPA now wish to terminate the
EIPA.  Accordingly, the parties are entering into this Agreement to
provide for the formal   termination
of the EIPA and to release each other from any further obligations under the
EIPA except as expressly provided for herein.

    


    STATEMENT OF
AGREEMENT

    


    NOW, THEREFORE, in consideration of
their mutual undertakings and other good and valuable consideration, the
adequacy and receipt of which are hereby acknowledged, the Bobo Entities and
Global, intending to be legally bound, hereby agree as follows:

    


    1. Termination of the
EIPA.  The Bobo Entities and Global hereby agree to the
termination of the EIPA, effective as of the Effective Time.


     

    2. Effective
Time.  The termination of the EIPA shall be effective as of May
13, 2009 (the “Effective Time”).


     

    3. Fees Owed to Wood-Tech,
LLC.  Global agrees to pay Wood-Tech, LLC (“Wood-Tech”) the sum
of Two Hundred Eighty Thousand Dollars ($280,000) (the “Fee”) which is the
aggregate of: (i) legal fees incurred by Wood-Tech in contemplation of the
closing of the EIPA; and (ii) fees incurred by Wood-Tech for a financial audit
of certain of the Bobo Entities in contemplation of the closing of the
EIPA.  The Fee shall be due and payable by Global to Wood-Tech
immediately upon the closing of the sale of any asset of Global resulting in net
proceeds paid at such closing to Global in the amount of at least One Million
Dollars ($1,000,000).  Should Wood-Tech be able to negotiate for lower
payments for such legal/audit fees, the Fee shall be reduced to such lower
amount.  


     

    4. Security Interest in Augusta
Facility. The payment of the Fee shall be secured by a continuing
security interest which Global will cause its subsidiary, Augusta Biofuels, LLC,
to grant and affirm to Wood-Tech with respect to its facility at 1736 Lovers
Lane; Augusta/Richmond County, Georgia, including the real property interests,
the buildings and improvements, and tangible assets thereon (the “Collateral”),
from and after the date hereof until the Fee has been re-paid in full. At any
time and from time to time, at the request of the Bobo Entities, the parties
shall promptly and duly execute and deliver, and have recorded, such further
documents as the Bobo Entities may reasonably request to further preserve,
establish, or enforce its rights in the Collateral, including advance
authorization to file a UCC-1 financing statement.  If the Fee is not
paid when due, the Bobo Entities may exercise in respect of the Collateral all
of the rights and remedies of a secured party under applicable
law.


     

    5. Sale of Certain Machinery,
Equipment and Fixtures.   Wood-Tech acknowledges that
Global is attempting to sell certain machinery, equipment, fixtures and parcels
of the land that are part of the Collateral.  Wood-Tech agrees that in
the event Global wishes to effect such a sale, Wood-Tech will release its
security interest in such machinery, equipment, fixtures and/or parcels of land
to accommodate such  sale.  Moreover, Wood-Tech agrees that
it will not make a claim on the proceeds of any such sale unless the net
proceeds to Global exceed the $1,000,000 amount provided in Paragraph 3
above.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6. Mortgage of the
Collateral.  Wood-Tech further acknowledges that Global is
attempting to obtain a loan which loan will be secured by a security interest in
the Collateral.    Wood-Tech agrees that in the event Global
wishes to obtain such a loan, Wood-Tech will release its security interest in
the Collateral to accommodate the loan.  In such event, Global shall
pay Wood-Tech ten percent (10%) of the net proceeds of the loan toward the Fee
in exchange for the release of the Wood-Tech security interest in the
Collateral.  Any remaining balance of the Fee shall be paid in
accordance with Paragraph 3 above upon the sale of an asset by
Global.


     

    7. Release.  The
Bobo Entities, on behalf of themselves and their affiliates, partners, members,
managers, directors, officers, shareholders, successors and assigns, on the one
hand, and Global, on behalf of itself and its affiliates, directors, officers,
shareholders, successors and assigns, on the other hand, each does hereby
forever release and discharge the other from any and all other liabilities,
obligations, claims and causes of action (whether at law or in equity) that such
party now has or hereafter claims to have against the other arising out of or in
connection with the EIPA; provided, however, that
nothing in this Section 5 waives, releases or restricts in any manner whatsoever
any rights or obligations of a party under this
Agreement.  


     

    8. Headings.  The
headings used in this Agreement are for reference purposes only and shall not be
deemed to limit or affect in any way the meaning or interpretation of any of the
terms and provisions herein.


     

    9. Governing
Law.  This Agreement is executed and delivered in the State of
Georgia, and all laws or rules of construction of such State shall govern the
rights of the parties hereto and the interpretation of the provisions of this
Agreement.


     

    10. Counterparts.  This
Agreement may be executed in any number of separate counterparts, each of which
shall together be deemed an original, but the several counterparts shall
together constitute but one and the same instrument.


     

    11. Severability.  If
any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held contrary to any express provision of law or contrary to
the policy of express law, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the rights of the
parties hereto.


     

    12. Entire Agreement; Amendment;
Waiver.  This Agreement represents the entire understanding and
agreement between the parties with respect to the subject matter hereof and
shall supersede any prior agreements and understandings between the parties with
respect to that subject matter.  This Agreement may not be amended or
modified except by a written instrument executed by the parties.  The
granting of any waiver with respect to any failure to comply with any provision
of this Agreement shall not operate as a waiver of, or estoppel with respect to,
any subsequent or other failure to comply with any provisions of this
Agreement.


     

    13. Further
Undertakings.  Each party shall, in good faith and in a timely
manner, shall use its or his  respective commercially reasonable
efforts to take or cause to be taken all appropriate actions, and execute,
deliver and acknowledge such other documents as may be required to carry out the
provisions of this Termination Agreement. 

     

    


    [Signature
pages follow]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

               

    IN
WITNESS WHEREOF, the Bobo Entities and Global have caused this Termination
Agreement to be executed as of the day and year first above
written.

     

    
      
        
          
            	 	      
                    JAMES
      BOBO

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ James
      Bobo	 
	 	 	 	 


            	
                  	      
                          
                      DAVID
      BOBO

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ David
      Bobo	 
	 	 	 	 


          

        

      

    

    
      	
            	      
                    
                      
                  BALL
      GROUND RECYCLING,
      INC.

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ James
      Bobo	 
	 	 	 	 
	 	Title:   	 	 


       

      
        	
              	      
                      
                        
                          
                      WOOD-TECH,
      LLC

                    

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ James
      Bobo	 
	 	 	 	 
	 	Title: 	 	 


         

          	
                	      
                        
                          
                            
                              
                          BOBO
      GRINDING EQUIPMENT,
      LLC

                        

                      

                    

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ James
      Bobo	 
	 	 	 	 
	 	Title: 	 	 
	 



          	
                	      
                        
                          
                            
                              
                          GEORGIA
      NATIONAL TRUCKING,
      LLC

                        

                      

                    

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ James
      Bobo	 
	 	 	 	 
	 	Title: 	 	 


                        

        

      

    

    
      	
            	      
                    
                      
                        
                          
                      BGR
      TRUCKING,
      LLC

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ James
      Bobo	 
	 	 	 	 
	 	Title: 	 	 

                                    

    
      	
            	      
                    
                      
                        
                          
                            
                        BOBO
      GRINDING,
      INC.

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ James
      Bobo	 
	 	 	 	 
	 	Title: 	 	 


    

     

    
      	
            	      
                    
                      
                        
                          
                            
                              
                          BG
      LAND,
      LLC

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ James
      Bobo	 
	 	 	 	 
	 	Title: 	 	 


    

     

    
      	
            	      
                    
                      
                        
                          
                            
                              
                                
                            PRIME
      MANAGEMENT,
      LLC

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ James
      Bobo	 
	 	 	 	 
	 	Title: 	 	 


    

     

    
      	
            	      
                    
                      
                        
                          
                            
                              
                                
                            GLOBAL
      ENERGY HOLDING GROUP,
      INC.

                          

                        

                      

                    

                  

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Mike
      Ellis	 
	 	 	 	 
	 	Title: 	EVP