exv10w1



 






Exhibit 10.1




SECURITIES PURCHASE AGREEMENT




     THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made this 1st day of July
2005, by and among GLOBAL ENERGY GROUP, INC., a Delaware corporation (“GEG”); GLOBAL ENERGY
DISTRIBUTION GROUP, L.L.C., a Texas limited liability company (“GEDG”); CND, L.L.C., an Oklahoma
limited liability company (“CND”), RECAP GROUP, L.L.C., a Texas limited liability company
(“Recap”), CAZATUR GROUP, L.L.C., a Texas limited liability company, (“Cazatur”), ALLEN WHEELER, an
individual (“Wheeler”), ROBERT J. SMITH, an individual (“Smith”), and QUEST CAPITAL ALLIANCE,
L.L.C., a Missouri limited liability company (“Quest”) (CND, Recap, Cazatur, Wheeler, Smith, and
Quest are individually, a “GEDG Member” and collectively, the “GEDG Members”).



     WHEREAS, GEG is a publicly held company with its common stock, par value .001 per share (the
“common stock”), registered pursuant to Section 12(g) of the Securities Act of 1933, as amended,
quoted on the OTC “Bulletin Board” under the symbol “GENG;”



     WHEREAS, GEG is presently engaged in the business of manufacturing and sales of patented
technologies that improve the energy efficiency of air conditioning and refrigeration appliances;



     WHEREAS, GEDG is the exclusive, world-wide distributor of all products manufactured by GEG,
including without limitation, the EER(+)Plus and Inventor Series 1400 units, pursuant to a certain
Distribution Agreement, dated January 30, 2004 (the “Distribution Agreement”), between GEDG and
GEG;



     WHEREAS, Cherokee Nation Industries, Inc., an Oklahoma corporation (“CNI”), currently
manufactures certain GEG products pursuant to the terms of a Manufacturing Agreement, dated October
28, 2004, between CNI and GEG, and CND is a distributor of certain GEG products pursuant to a
License Agreement between GEDG and CND;



     WHEREAS, all of the issued and outstanding membership interests in CND and CNI are wholly
owned by the Cherokee Nation;



     WHEREAS, the GEDG Members are the owners of all the issued and outstanding membership
interests in GEDG;



     WHEREAS, as of June 30, 2005, the issued and outstanding capital stock of GEG consists of
approximately 13,910,708 GEG Common Shares and 5,293,897 GEG Preferred Shares;



     WHEREAS, the GEG Preferred Shares are each entitled to 10 votes per share;



     WHEREAS, in connection with the acquisition of GEDG, GEG will issue 81,746,409 GEG Common
Shares, representing approximately 86% of the GEG Common Shares expected to be outstanding
following the Acquisition;



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     WHEREAS, the total combined voting power of the GEG Shares and the GEG Preferred Shares,
following the issuance of the Acquisition Shares pursuant to the terms of this Agreement, is
expected to be approximately 148,771,087 votes;



     WHEREAS, the voting power of the Acquisition Shares, plus the GEG Common Shares and GEG
Preferred Shares owned by the GEDG Members immediately following the Acquisition and the issuance
of the Acquisition Shares is expected to be 120,550,169, representing approximately 81% of the
expected total combined voting power of all classes of stock entitled to vote in GEG, as required
under Sections 351 and 368 of the Code for a non-taxable contribution to the capital of a
corporation;



     WHEREAS, immediately following the Acquisition, the parties expect CND to be the beneficial
and record owner of approximately 52% of the issued and GEG Common Shares, and approximately 51% of
the GEG Common Shares, on a fully diluted basis;



     WHEREAS, the Board of Directors of GEG has fully considered the terms and conditions of this
Agreement and the transactions contemplated by this Agreement, including without limitation, the
Acquisition, and GEG deems the Acquisition, pursuant to the terms and conditions of this Agreement,
to be advisable, fair to, and in the best interests of GEG and the stockholders of GEG;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements,
representations and warranties contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:




	1.	 	Definitions and Interpretation.






	 	1.1	 	Definitions. In this Agreement, the following terms will have the
following meanings:






“1933 ACT” means the Securities Act of 1933, as amended;




“1934 ACT” means the Securities Exchange Act of 1934, as amended;




“ACQUISITION” means the transfer by the GEDG Members of all of the GEDG Units to GEG
in exchange for the Acquisition Shares in accordance with the terms and conditions
of this Agreement;




“ACQUISITION SHARES” means the Eighty-One Million Seven Hundred Forty-Six Thousand
Four Hundred Nine (81,746,409) shares of GEG Common to be issued to the GEDG Members
at Closing pursuant to the terms of the Acquisition;




“CLOSING” means the completion, on the Closing Date, of the transactions
contemplated hereby in accordance with paragraph 2 of this Agreement;



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“CLOSING DATE” means the day on which all conditions precedent to the completion of
the transaction as contemplated hereby have been satisfied or waived;




“CODE” means the Internal Revenue Code of 1986, as amended;




“GEDG ACCOUNTS PAYABLE AND LIABILITIES” means all accounts payable and liabilities
of GEDG, due and owing or otherwise constituting a binding obligation of GEDG (other
than a GEDG Material Contract) as of March 31, 2005 as set forth in Schedule “5.10”
hereto;




“GEDG ACCOUNTS RECEIVABLE” means all accounts receivable and other debts owing to
GEDG, as of March 31, 2005, as set forth in Schedule “5.11” hereto;




“GEDG ASSETS” means the undertaking and all the property and assets of the GEDG
Business of every kind and description wheresoever situated including, without
limitation, GEDG Equipment, GEDG Inventory, GEDG Cash, GEDG Intangible Assets and
GEDG Goodwill, and all credit cards, charge cards and banking cards issued to GEDG;




“GEDG BANK ACCOUNTS” means all of the bank accounts, lock boxes and safety deposit
boxes of GEDG or relating to the GEDG Business as set forth in Schedule “5.12”
hereto;




“GEDG BUSINESS” means all aspects of the business conducted by GEDG;




“GEDG CASH” means all cash on hand or on deposit to the credit of GEDG on the
Closing Date;




“GEDG DEBT TO RELATED PARTIES” means the debts owed by GEDG to any of the GEDG
Members or to any family member thereof, or to any affiliate, director or officer of
GEDG or any of the GEDG Members as described in Schedule “5.13;”




“GEDG EQUIPMENT” means all machinery, equipment, furniture, and furnishings used in
the GEDG Business, including, without limitation, the items more particularly
described in Schedule “5.36” hereto;




“GEDG FINANCIAL STATEMENTS” means collectively, the unaudited financial statements
of GEDG for the 12 months ended December 31, 2004, and the unaudited financial
statements of GEDG three-month period ended March 31, 2005, true copies of which are
attached as Schedule “5.9” hereto;




“GEDG GOODWILL” means the goodwill of the GEDG Business together with the exclusive
right of GEG to represent itself as carrying on the GEDG Business in succession of
GEDG subject to the terms hereof, and the right to use any words indicating that the
GEDG Business is so carried on including the right to use the



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name “Global Energy Distribution Group” or any variation thereof as part of the name
of or in connection with the GEDG Business or any part thereof carried on or to be
carried on by GEDG, the right to all corporate, operating and trade names associated
with the GEDG Business, or any variations of such names as part of or in connection
with the GEDG Business, all telephone listings and telephone advertising contracts,
all lists of customers, books and records and other information relating to the GEDG
Business, all necessary licenses and authorizations and any other rights used in
connection with the GEDG Business;




“GEDG INTANGIBLE ASSETS” means all of the intangible assets of GEDG, including,
without limitation, GEDG Goodwill, all trademarks, logos, copyrights, designs, and
other intellectual and industrial property of GEDG;




“GEDG INVENTORY” means all inventory and supplies of the GEDG Business as of March
31, 2005 as set forth in Schedule “1.1” hereto;




“GEDG MATERIAL CONTRACTS” means the burden and benefit of and the right, title and
interest of GEDG in, to and under all trade and non-trade contracts, engagements or
commitments, whether written or oral, to which GEDG is entitled in connection with
the GEDG Business whereunder GEDG is obligated to pay or entitled to receive the sum
of $10,000 or more including, without limitation, any pension plans, profit sharing
plans, bonus plans, loan agreements, security agreements, indemnities and
guarantees, any agreements with employees, lessees, licensees, managers,
accountants, suppliers, agents, distributors, officers, directors, attorneys or
others which cannot be terminated without liability on not more than one month’s
notice, and those contracts listed in Schedule “5.32” hereto;




“GEDG MEMBERS” means the holders of all of the issued and outstanding GEDG Units as
of the date of this Agreement, whose names and respective Unit ownership as of the
date hereof are listed in Schedule 1 hereto;




“GEDG UNITS” means all of the issued and outstanding Units of the membership
interests in GEDG;




“GEG BUSINESS” means all aspects of any business conducted by GEG and its
subsidiaries;




“GEG COMMON SHARES” means the shares of common stock, par value $.001 per share, in
the capital of GEG;




“GEG MATERIAL CONTRACTS” means contracts to which GEG is a party that are attached
as Exhibits to or referenced in GEG’s 2004 Form 10-KSB, as amended, and GEG’s Form
10-QSB for the quarter ended March 31, 2005;




“GEG FINANCIAL STATEMENTS” means, collectively, the audited financial statements of
GEG for the fiscal year ended December 31, 2004, together with the auditors’ report
thereon, and the unaudited consolidated financial statements of



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GEG for the three month period ended March 31, 2005, as set forth in the SEC
Reports;




“GEG PREFERRED SHARES” means the issued and outstanding shares preferred stock in
the capital of GEG as of the date of this Agreement, consisting of 2,453,615 shares
of 6% Redeemable Preferred Stock, Series A, par value $.001 per share (the “SERIES A
PREFERRED”), and 2,840,282 shares of 6% Redeemable Preferred Stock, Series B, par
value $.001 per share (the “SERIES B PREFERRED”);




“PLACE OF CLOSING” means the offices of Conner & Winters, LLP, in Tulsa, Oklahoma,
or such other place as GEG and GEDG may mutually agree upon;




“SEC” means the U.S. Securities and Exchange Commission;




“SERIES A AMENDMENTS” means the Amendment to the Certificate of Designations of the
Series A Preferred substantially in the form of Exhibit A to this Agreement;




“SERIES B AMENDMENTS” means the Amendment to the Certificate of Designations of the
Series B Preferred substantially in the form of Exhibit B to this Agreement;




“SEC Reports” means all reports filed by GEG under the 1933 Act and the 1934 Act,
including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding
the date of this Agreement, including all exhibits thereto; and




“Unit Purchase Agreement” means the Unit Purchase Agreement, dated May 18, 2005,
between GEDG, the GEDG Members, CNI (whose interest was subsequently assigned to
CND), and, as to paragraphs 13 and 15 of the Unit Purchase Agreement only, Global
Energy Acquisition Group, L.L.C., an Oklahoma limited liability company (“GEAG”).




Any other terms defined within the text of this Agreement will have the meanings so
ascribed to them.




	 	1.2	 	Captions and Paragraph Numbers. The headings and paragraph references
in this Agreement are for convenience of reference only and do not form a part of this
Agreement and are not intended to interpret, define or limit the scope, extent or
intent of this Agreement or any provision thereof.
	 
	 	1.3	 	Paragraph References. Any reference to a particular “paragraph”,
“subparagraph”, “clause” or other subdivision is to the particular paragraph,
subparagraph, clause or other subdivision of this Agreement; any reference to a
particular “paragraph” includes all subparagraph thereunder; and any reference to a
Schedule by number will mean the appropriate Schedule attached to this Agreement and by
such reference the appropriate Schedule is incorporated into and made part of this
Agreement.




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	 	1.4	 	Schedules and Exhibits. The Schedules to this Agreement are as follows:





	 	 	 	 	 
	 

	 	Schedule “1”
	 	GEDG Members
	 

	 	Schedule “1.1”
	 	GEDG Inventory
	 

	 	Schedule “2”
	 	Issuance of Acquisition Shares
	 

	 	Schedule “3.3”
	 	Patents
	 

	 	Schedule “5.9”
	 	GEDG Financial Statements
	 

	 	Schedule “5.10”
	 	GEDG Accounts Payable and Liabilities
	 

	 	Schedule “5.11”
	 	GEDG Accounts Receivable
	 

	 	Schedule “5.12”
	 	GEDG Bank Accounts
	 

	 	Schedule “5.13”
	 	GEDG Debt to Related Parties
	 

	 	Schedule “5.18”
	 	Adverse Events
	 

	 	Schedule “5.32”
	 	GEDG Material Contracts
	 

	 	Schedule “5.36”
	 	GEDG Equipment
	 

	 	Schedule “9.1.13”
	 	GEG Warrants to be Cancelled
	 
	 	 	 	 
	 

	 	Exhibit “A”
	 	Form of Series A Amendments
	 

	 	Exhibit “B”
	 	Form of Series B Amendments
	 

	 	Exhibit “C”
	 	Form of Registration Rights Agreement







	 	1.5	 	Severability of Clauses. If any part of this Agreement is declared or
held to be invalid for any reason, such invalidity will not affect the validity of the
remainder which will continue in full force and effect and be construed as if this
Agreement had been executed without the invalid portion, and it is hereby declared the
intention of the parties that this Agreement would have been executed without reference
to any portion which may, for any reason, be hereafter declared or held to be invalid.




2. Contributions of the GEDG Members. At the Closing, upon the terms and subject to the
conditions set forth in this Agreement, each of the GEDG Members shall assign, convey, transfer and
deliver to GEG all of their right, title and interest in and to the GEDG Units free and clear of
any lien, charge, claim, pledge, security interest or other encumbrance of any type or kind
whatsoever against receipt of the respective numbers of newly-issued GEG Common Shares set forth
opposite their respective names on Schedule 2 hereto.





	 	2.1	 	Conveyance of Units. The conveyance, transfer, assignment and delivery
of the GEDG Units as herein provided shall be effected by delivery by the GEDG Members
at Closing of the certificates representing the GEDG Units, a separate assignment of
Units, and such other instruments of transfer and conveyance, duly executed as GEG
shall reasonably deem necessary to vest in GEG on the Closing Date good and marketable
title to the GEDG Units free and clear of any lien, charge, claim, pledge, security
interest or other encumbrance of any type or kind whatsoever.
	 
	 	2.2	 	Issuance of Acquisition Shares. At the Closing, GEG shall cause to be
issued to the GEDG Members in exchange for the GEDG Units a certificate or certificates
registered in the name of each of the GEDG Members representing that number of




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whole GEG Common Shares that each of the GEDG Members shall be entitled to receive
on the basis set forth in paragraph 2 above.




	 	2.3	 	Securities Legends and Notices. Each GEDG Member represents and
warrants that the GEDG Member has read, considered and understood the following legend,
and agrees that such legend, substantially in the form and substance set forth below,
shall be placed on all of the certificates representing the Acquisition Shares:






THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED
UNDER APPLICABLE STATE SECURITIES LAWS. THIS COMMON STOCK MAY NOT BE OFFERED, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT WITH RESPECT THERETO UNDER THE
SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAW OR WITHOUT THE PRIOR
WRITTEN CONSENT OF GLOBAL ENERGY GROUP, INC. AND AN OPINION OF GLOBAL ENERGY GROUP,
INC.’S COUNSEL, OR AN OPINION FROM COUNSEL FOR THE HOLDER HEREOF, ACCEPTABLE TO THE
COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.


3. Representations and Warranties of GEG. Except as otherwise disclosed in the SEC
Reports, GEG represents and warrants in all material respects to GEDG as follows:





	 	3.1	 	Incorporation. GEG is a corporation duly incorporated and validly
subsisting under the laws of the State of Delaware, and is in good standing with the
office of the Secretary of State for the States of Delaware, Oklahoma and Texas. The
nature of the GEG Business does not require GEG to register or otherwise be qualified
to carry on business in any jurisdictions other than Delaware, Oklahoma, and Texas.
	 
	 	3.2	 	Capacity. GEG has the corporate power, capacity and authority to enter
into and complete this Agreement in accordance with its terms.
	 
	 	3.3	 	Reporting Status; Listing. GEG is required to file current reports
with the SEC pursuant to paragraph 12(g) of the 1934 Act, the GEG Common Shares are
quoted on the OTC “Bulletin Board”, and all reports required to be filed by GEG with
the SEC or the OTC Bulletin Board have been filed and no SEC Report contains any untrue
statement of a material fact or omits a material fact necessary to make GEG’s
statements contained therein misleading. GEG has no outstanding comment letters from
the SEC or the OTC Bulletin Board.




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	 	3.4	 	Authorized Capital. The authorized capital of GEG consists of
100,000,000 GEG Common Shares and 10,000,000 GEG Preferred Shares. As of the date of
this Agreement, (a) 13,910,708 GEG Common Shares are issued and outstanding, and (b)
the issued and outstanding authorized Preferred Stock consists of 2,453,615 shares of
Series A Preferred Shares and 2,840,282 shares of Series B Preferred.
	 
	 	3.5	 	No Option. No person, firm or corporation has any agreement or option
or any right capable of becoming an agreement or option for the acquisition of GEG
Common Shares or for the purchase, subscription or issuance of any of the unissued shares in the capital of GEG.
	 
	 	3.6	 	Charter Documents. GEG is not in violation or breach of, or in default
with respect to, any term of its Certificate of Incorporation (or other charter
documents) or by-laws.
	 
	 	3.7	 	GEG Financial Statements. The GEG Financial Statements present fairly,
in all material respects, the financial position of GEG as of the dates thereof and
results of operations, cash flows and changes in stockholder’s equity of GEG, as of the
respective dates thereof, and have been prepared in substantial accordance with
generally accepted accounting principles consistently applied.
	 
	 	3.8	 	GEG Accounts Payable and Liabilities. There are no material
liabilities, contingent or otherwise, of GEG which are not reflected in the GEG
Financial Statements, except those incurred in the ordinary course of business since
March 31, 2005, and GEG has not guaranteed or agreed to guarantee any material debt,
liability or other obligation of any person, firm or corporation.
	 
	 	3.9	 	No Debt to Related Parties. GEG, as of Closing, will not be materially
indebted to any affiliate, director or officer of GEG, except amounts payable under the
Series A Preferred and Series B Preferred and except accounts payable on account of
bona fide business transactions of GEG incurred in normal course of the GEG Business,
including employment agreements, none of which are more than 30 days in arrears.
	 
	 	3.10	 	No Related Party Debt to GEG. No director or officer or affiliate of
GEG is now indebted to or under any financial obligation to GEG on any account
whatsoever.
	 
	 	3.11	 	No Dividends. No dividends or other distributions on any shares in the
capital of GEG have been made, declared or authorized since the date of GEG Financial
Statements.
	 
	 	3.12	 	No Payments. No payments of any kind have been made or authorized by
GEG since the date of the GEG Financial Statements to or on behalf of officers,
directors, shareholders or employees of GEG or under any management agreements with
GEG, except payments made in the ordinary course of business and at the regular rates
of salary or other remuneration payable to them.










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	 	3.13	 	No Pension Plans. There are no pension, profit sharing, group
insurance or similar plans or other deferred compensation plans affecting GEG.
	 
	 	3.14	 	No Adverse Events. Since March 31, 2005:






	 	3.14.1	 	There has not been any material adverse change in the financial position or
condition of GEG, its liabilities or the GEG Assets or any damage, loss or
other change in circumstances materially affecting GEG, the GEG Business or
GEG’s right to carry on the GEG Business, other than changes in the ordinary
course of business,
	 
	 	3.14.2	 	There has not been any damage, destruction, loss or other event (whether or
not covered by insurance) materially and adversely affecting GEG, its
Subsidiaries, or the GEG Business,
	 
	 	3.14.3	 	There has not been any material increase in the compensation payable or to
become payable by GEG to any of GEG’s officers, employees or agents or any
bonus, payment or arrangement made to or with any of them,
	 
	 	3.14.4	 	The GEG Business has been and continues to be carried on in the ordinary
course,
	 
	 	3.14.5	 	GEG has not waived or surrendered any right of material value,
	 
	 	3.14.6	 	No capital expenditures in excess of $25,000 individually or $50,000 in total
have been authorized or made,
	 
	 	3.14.7	 	There has not been any cancellation and/or material default by GEG, or to
GEG’s knowledge, by any other party, under any of GEG’s Material Contracts, and
	 
	 	3.14.8	 	There has not been (a) any transfer or (b) any encumbrance imposed, on any
asset or license of GEG.






	 	3.15	 	Tax Returns. All tax returns and reports of GEG required by law to be
filed have been filed and are true, complete and correct in all material respects, and
any taxes payable in accordance with any return filed by GEG or in accordance with any
notice of assessment or reassessment issued by any taxing authority have been so paid.
	 
	 	3.16	 	Current Taxes. Except as set forth on the Financial Statements, GEG
has no liability for any taxes, and adequate provisions have been made for taxes
payable for the current period for which tax returns are not yet required to be filed
and there are no agreements, waivers, or other arrangements providing for an extension
of time with respect to the filing of any tax return by, or payment of, any tax,
governmental charge or deficiency by GEG. GEG is not aware of any contingent tax
liabilities or any grounds which would prompt a reassessment




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including aggressive treatment of income and expenses in filing earlier tax returns.




	 	3.17	 	Licenses. GEG holds all licenses and permits as may be requisite for
carrying on the GEG Business in the manner in which it has heretofore been carried on,
which licenses and permits have been maintained and continue to be in good standing
except where the failure to obtain or maintain such licenses or permits would not have
a material adverse effect on the GEG Business.
	 
	 	3.18	 	Applicable Laws. GEG has not been charged with or received notice of
breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to
which it is subject or which applies to it the violation of which would have a material
adverse effect on the GEG Business, and, to GEG’s knowledge, GEG is not in breach of
any laws, ordinances, statutes, regulations, bylaws, orders or decrees the
contravention of which would result in a material adverse impact on the GEG Business.
	 
	 	3.19	 	Pending or Threatened Litigation. There is no material litigation or
administrative or governmental proceeding pending or threatened against or relating to
GEG, the GEG Business, or any of the material assets of GEG, nor does GEG have any
knowledge of any deliberate act or omission of GEG that would form any material basis
for any such action or proceeding.
	 
	 	3.20	 	Labor Matters. GEG is not party to any collective agreement relating
to the GEG Business with any labor union or other association of employees and no part
of the GEG Business has been certified as a unit appropriate for collective bargaining
or, to the knowledge of GEG, has made any attempt in that regard.
	 
	 	3.21	 	Finder’s Fees. GEG is not party to any agreement which provides for
the payment of finder’s fees, brokerage fees, commissions or other fees or amounts
which are or may become payable to any third party in connection with the execution and
delivery of this Agreement and the transactions contemplated herein.
	 
	 	3.22	 	Authorization and Enforceability. The execution and delivery of this
Agreement, and the completion of the transactions contemplated hereby, have been duly
and validly authorized by all necessary corporate action on the part of GEG.
	 
	 	3.23	 	No Violation or Breach. Except as contemplated by this Agreement, the
execution and performance of this Agreement will not:






	 	3.23.1	 	Violate the charter documents of GEG or result in any breach of, or default
under, any loan agreement, mortgage, deed of trust, or any other agreement to
which GEG or its Subsidiaries are party,
	 
	 	3.23.2	 	Except as expressly contemplated in this Agreement, give any person (other
than GEDG) any right to terminate or cancel any agreement including, without
limitation, GEG Material Contracts, or any right or rights enjoyed by GEG,




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	 	3.23.3	 	Except as expressly contemplated in this Agreement, result in any alteration
of GEG’s obligations under any agreement to which GEG is a party including,
without limitation, the GEG Material Contracts,
	 
	 	3.23.4	 	Result in the creation or imposition of any lien, encumbrance or restriction
of any nature whatsoever in favor of a third party upon or against the material
assets of GEG, and
	 
	 	3.23.5	 	Violate any court order or decree to which GEG is subject.






	 	3.24	 	Maintenance of Business. Since March 31, 2005, GEG has not entered
into any material agreement or commitment except in the ordinary course of business.
	 
	 	3.25	 	Acquisition Shares. The Acquisition Shares when delivered to the GEDG
Members pursuant to the acquisition shall be validly issued and outstanding as fully
paid and non-assessable shares, and shall be transferable upon the books of GEG, in all
cases subject to the provisions and restrictions of all applicable securities laws.
	 
	 	3.26	 	Non-Merger and Survival. The representations and warranties of GEG
contained herein will be true at and as of Closing in all material respects as though
such representations and warranties were made as of such time. Notwithstanding the
completion of the transactions contemplated hereby, the waiver of any condition
contained herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by GEDG, the representations and
warranties of GEG shall not survive the Closing.
	 
	 	3.27	 	 Disclosures. Neither this Agreement, nor any of the schedules,
attachments or exhibits hereto, contains any untrue statement by GEG of a material
fact or omit a material fact necessary to make GEG’s statements contained herein or
therein, in light of the circumstances in which they were made, not misleading. There
is no fact which has not been disclosed to GEDG or GEDG’s Members which GEG is aware
and which has or could have a material adverse effect on GEG.
	 
	 	3.28	 	Minute Books. The company minute books of GEG are complete and each of
the minutes contained therein accurately reflect the actions that were taken at a duly
called and held meeting or by consent without a meeting. All actions by GEG which
required approval are reflected on the company minute books of GEG. GEG is not in
violation or breach of, or in default with respect to, any term of its bylaws.
	 
	 	3.29	 	Title. GEG is the legal and beneficial owner of all GEG assets, free
and clear of all mortgages, liens, charges, pledges, security interests, encumbrances
or other claims whatsoever, save and except as disclosed in SEC Reports.
	 
	 	3.30	 	No Default. There has not been any default in any material obligation
of GEG or any other party to be performed under any of GEG Material Contracts, each of










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which is in full force and effect and unamended, and GEG is not aware of any default
in the obligations of any other party to any of the GEG Material Contracts.




	 	3.31	 	No Compensation on Termination. There are no agreements, commitments
or understandings relating to severance pay or separation allowances on termination of
employment of any employee of GEG. GEG is not obliged to pay benefits or share profits
with any employee after termination of employment except as required by law.
	 
	 	3.32	 	GEG Goodwill. GEG carries on the GEG Business only under the name
“Global Energy Group, Inc.” and variations thereof and under no other business or trade
names.
	 
	 	3.33	 	Intangible Property. Schedule “3.3” sets forth an accurate list of all
patents and patent applications owned or used by GEG in connection with the GEG
Business. To GEG’s knowledge, GEG owns or possesses sufficient legal rights to use all
of such items without conflict with or infringement of the rights of others.




4. Covenants of GEG. GEG covenants and agrees with GEDG that it will:





	 	4.1	 	Conduct of Business. Until the Closing, conduct its business
diligently and in the ordinary course consistent with the manner in which it generally
has been operated up to the date of execution of this Agreement.
	 
	 	4.2	 	Preservation of Business. Until the Closing, use its best efforts to
preserve the GEG Business and, without limitation, preserve for GEDG, GEG’s
relationships with any third party having business relations with them.
	 
	 	4.3	 	Access. Until the Closing, give GEDG, the GEDG Members, and their
representatives full access to all of the properties, books, contracts, commitments and
records of GEG, and furnish to GEDG and its representatives all such information as
they may reasonably request.
	 
	 	4.4	 	Procure Consents. Until the Closing, take all reasonable steps
required to obtain, prior to Closing, any and all third party consents required to
permit the Acquisition and to preserve and maintain all GEG assets, including the GEG
Material Contracts, notwithstanding the change in control of GEG arising from the
Acquisition.
	 
	 	4.5	 	Filings and Applications. Cooperate fully with GEDG in furnishing any
necessary information required in connection with the preparation, distribution and
filing of any filings, applications and notices which may be required by federal, state
and local governmental or regulatory agencies, including the SEC.
	 
	 	4.6	 	Authorization. GEG hereby agrees to authorize and direct any and all
federal, state, municipal, foreign and international governments and regulatory
authorities having jurisdiction respecting GEG to release any and all information in
their possession respecting GEG to GEDG. GEG shall promptly execute and deliver to





12









 






GEDG any and all consents to the release of information and specific authorizations
which GEDG reasonably requires to gain access to any and all such information.




	 	4.7	 	Survival. The covenants set forth in this Article shall survive the
Closing for the benefit of GEDG.




5. Representations and Warranties of GEDG and the GEDG Members (other than CND). GEDG and
each of the GEDG Members (other than CND), jointly and severally, represents and warrants in all
material respects to GEG, as follows:





	 	5.1	 	Organization. GEDG is a limited liability company duly organized and
validly existing under the laws of the State of Texas, and is in good standing with the
office of the Secretary of State for the State of Texas.
	 
	 	5.2	 	Carrying on Business. GEDG carries on business primarily in the States
of Oklahoma and Texas and does not carry on any material business activity in any other
jurisdiction. GEDG has an office in Plano, Texas and in no other locations. GEDG is
duly authorized to carry on such business in Oklahoma and Texas and is in good standing
with the office of the respective Secretaries of State for the States of Oklahoma and
Texas. The nature of the GEDG Business does not require GEDG to register or otherwise
be qualified to carry on business in any other jurisdiction.
	 
	 	5.3	 	Company Capacity. GEDG has the limited liability company power,
capacity and authority to own GEDG Assets, to carry on the Business of GEDG and to
enter into and complete this Agreement.
	 
	 	5.4	 	Authorized Capital. The authorized capital of GEDG consists of 200,000
Units of the membership interests in GEDG. All of the authorized Units of GEDG are
issued and outstanding on the date of this Agreement. Immediately following the
completion of the Second Closing (as defined in the Unit Purchase Agreement) and
immediately prior to the Closing, such Units will be owned beneficially and of record
by the GEDG Members in the amounts set forth in Schedule 2, free and clear of any
liens, claims, or encumbrances.
	 
	 	5.5	 	No Option. No person, firm or corporation has any agreement, option,
warrant, convertible note, preemptive right or any other right capable of becoming an
agreement or option for the acquisition of GEDG Units held by the GEDG Members or for
the purchase, subscription or issuance of any of the unissued Units of GEDG, except as
set forth in the Unit Purchase Agreement.
	 
	 	5.6	 	No Restrictions. There are no restrictions on the transfer, sale or
other disposition of GEDG Units contained in the organizational documents of GEDG or
under any agreement, which have not been complied with in connection with this
Agreement and the Acquisition.










13









 












	 	5.7	 	Charter Documents. The organizational documents of GEDG have not been
altered since its organization date.
	 
	 	5.8	 	Minute Books. The company minute books of GEDG are complete and each
of the minutes contained therein accurately reflect the actions that were taken at a
duly called and held meeting or by consent without a meeting. All actions by GEDG
which required manager or member approval are reflected on the company minute books of
GEDG. GEDG is not in violation or breach of, or in default with respect to, any term
of its Articles of Organization or Operating Agreement.
	 
	 	5.9	 	GEDG Financial Statements. The GEDG Financial Statements present
fairly, in all material respects, the assets and liabilities (whether accrued,
absolute, contingent or otherwise) of GEDG, as of the respective dates thereof, and the
sales and earnings of the GEDG Business during the periods covered thereby, in all
material respects, and have been prepared in substantial accordance with generally
accepted accounting principles consistently applied.
	 
	 	5.10	 	GEDG Accounts Payable and Liabilities. There are no material
liabilities, contingent or otherwise, of GEDG which are not disclosed in Schedule
“5.10” hereto or reflected in the GEDG Financial Statements except those incurred in
the ordinary course of business since the date of the said schedule and the GEDG
Financial Statements, and GEDG has not guaranteed or agreed to guarantee any debt,
liability or other obligation of any person, firm or corporation. Without limiting the
generality of the foregoing, all accounts payable and liabilities of GEDG as of March
31, 2005, are described in Schedule “5.10” hereto.
	 
	 	5.11	 	GEDG Accounts Receivable. All GEDG Accounts Receivable, described in
Schedule 5.11, result from bona fide business transactions and services actually
rendered without, to the knowledge and belief of GEDG and the GEDG Members, any claim
by the obligor for set-off or counterclaim.
	 
	 	5.12	 	GEDG Bank Accounts. All of the GEDG Bank Accounts, their location,
numbers and the authorized signatories thereto are as set forth in Schedule “5.12”
hereto.
	 
	 	5.13	 	No Debt to Related Parties. Except as disclosed in Schedule 5.13
hereto, GEDG is not, and on Closing will not be, materially indebted to any GEDG Member
nor to any family member thereof, nor to any affiliate, director or officer of GEDG
except accounts payable on account of bona fide business transactions of GEDG incurred
in normal course of GEDG Business, none of which are more than 30 days in arrears.
	 
	 	5.14	 	No Related Party Debt to GEDG. No director, officer or affiliate of
GEDG are now indebted to or under any financial obligation to GEDG on any account
whatsoever.
	 
	 	5.15	 	No Distributions. No distributions in respect of the GEDG Units have
been made, declared or authorized since the date of the GEDG Financial Statements.










14









 












	 	5.16	 	No Payments. Except in connection with the transactions contemplated
by the Unit Purchase Agreement, no payments of any kind are contemplated at the Closing
of the Acquisition other than the Acquisition consideration as described in Schedule 2
and no payments of any kind have been made or authorized since March 31, 2005 to or on
behalf of officers, managers, members or employees of GEDG or under any management
agreements with GEDG, except (a) payments made in the ordinary course of business and
at the regular rates of salary or other remuneration payable to them and (b) issuance
of shares of Series B Preferred to GEAG in connection with GEAG contributions of
capital to GEG.
	 
	 	5.17	 	No Pension Plans. There are no pension, profit sharing, group
insurance or similar plans or other deferred compensation plans affecting GEDG.
	 
	 	5.18	 	No Adverse Events. Since the date of the GEDG Financial Statements:






	 	5.18.1	 	There has not been any material adverse change in the financial position or
condition of GEDG, its liabilities or the GEDG Assets or any damage, loss or
other change in circumstances materially affecting GEDG, the GEDG Business or
the GEDG Assets or GEDG’s right to carry on the GEDG Business, other than
changes in the ordinary course of business,
	 
	 	5.18.2	 	There has not been any damage, destruction, loss or other event (whether or
not covered by insurance) materially and adversely affecting GEDG, the GEDG
Business or the GEDG Assets,
	 
	 	5.18.3	 	Except as disclosed in Schedule “5.18,” there has not been any material
increase in the compensation payable or to become payable by GEDG to any of
GEDG’s members, managers, employees or agents or any bonus, payment or
arrangement made to or with any of them,
	 
	 	5.18.4	 	The GEDG Business has been and continues to be carried on in the ordinary
course,
	 
	 	5.18.5	 	GEDG has not waived or surrendered any right of material value, and
	 
	 	5.18.6	 	GEDG has not discharged or satisfied or paid any lien or encumbrance or
obligation or liability other than current liabilities in the ordinary course
of business.






	 	5.19	 	Tax Returns. All tax returns and reports of GEDG required by law to be
filed have been filed and are true, complete and correct in all material respects, and
any taxes payable in accordance with any return filed by GEDG or in accordance with any
notice of assessment or reassessment issued by any taxing authority have been so paid.
	 
	 	5.20	 	Current Taxes. There are no agreements, waivers, or other arrangements
providing for an extension of time with respect to the filing of any tax return by,




15









 












or payment of, any tax, governmental charge or deficiency by GEDG. GEDG is not
aware of any contingent tax liabilities or any grounds which would prompt a
reassessment including aggressive treatment of income and expenses in filing earlier
tax returns.




	 	5.21	 	Licenses. GEDG holds all licenses and permits as may be requisite for
carrying on the GEDG Business in the manner in which it has heretofore been carried on,
which licenses and permits have been maintained and continue to be in good standing
except where the failure to obtain or maintain such licenses or permits would not have
a material adverse effect on the GEDG Business.
	 
	 	5.22	 	Applicable Laws. GEDG has not been charged with or received notice of
breach of any laws, ordinances, statutes, regulations, orders or decrees to which it is
subject or which applies to it the violation of which would have a material adverse
effect on the GEDG Business, and, to GEDG’s knowledge, GEDG is not in breach of any
laws, ordinances, statutes, regulations, by-laws, orders or decrees the contravention
of which would result in a material adverse impact on the GEDG Business.
	 
	 	5.23	 	Pending or Threatened Litigation. There is no material litigation or
administrative or governmental proceeding pending or threatened against or relating to
GEDG, the GEDG Business, or any of the GEDG Assets, nor does GEDG have any knowledge of
any deliberate act or omission of GEDG that would form any material basis for any such
action or proceeding.
	 
	 	5.24	 	No Bankruptcy. GEDG has not made any voluntary assignment or proposal
under applicable laws relating to insolvency and bankruptcy and no bankruptcy petition
has been filed or presented against GEDG and no order has been made or a resolution
passed for the winding-up, dissolution or liquidation of GEDG.
	 
	 	5.25	 	Labor Matters. GEDG is not a party to any collective agreement
relating to the GEDG Business with any labor union or other association of employees
and no part of the GEDG Business has been certified as a unit appropriate for
collective bargaining or, to the knowledge of GEDG, has made any attempt in that regard
and GEDG has no reason to believe that any current employees will leave GEDG’s employ
as a result of this Acquisition.
	 
	 	5.26	 	Finder’s Fees. GEDG is not a party to any agreement which provides for
the payment of finder’s fees, brokerage fees, commissions or other fees or amounts
which are or may become payable to any third party in connection with the execution and
delivery of this Agreement and the transactions contemplated herein.
	 
	 	5.27	 	Authorization and Enforceability. The execution and delivery of this
Agreement, and the completion of the transactions contemplated hereby, have been duly
and validly authorized by all necessary company action on the part of GEDG.










16









 












	 	5.28	 	No Violation or Breach. The execution and performance of this
Agreement will not:






	 	5.28.1	 	Violate the charter documents of GEDG or result in any breach of, or default
under, any loan agreement, mortgage, deed of trust, or any other agreement to
which GEDG is a party,
	 
	 	5.28.2	 	Give any person (other than GEG) any right to terminate or cancel any
agreement including, without limitation, GEDG Material Contracts, or any right
or rights enjoyed by GEDG,
	 
	 	5.28.3	 	Result in any alteration of GEDG’s obligations under any agreement to which
GEDG is a party including, without limitation, the GEDG Material Contracts,
	 
	 	5.28.4	 	Result in the creation or imposition of any lien, encumbrance or restriction
of any nature whatsoever in favor of a third party upon or against the GEDG
Assets, or
	 
	 	5.28.5	 	Violate any court order or decree to which either GEDG is subject.






	 	5.29	 	Business Assets. The GEDG Assets comprise all of the property and
assets of the GEDG Business, and no other person, firm or corporation owns any assets
used by GEDG in operating the GEDG Business, whether under a lease, rental agreement or
other arrangement, other than as disclosed in Schedule “5.32” hereto.
	 
	 	5.30	 	Title. GEDG is the legal and beneficial owner of the GEDG Assets, free
and clear of all mortgages, liens, charges, pledges, security interests, encumbrances
or other claims whatsoever, save and except as disclosed in Schedule “5.32” hereto.
	 
	 	5.31	 	No Option. No person, firm or corporation has any agreement or option
or a right capable of becoming an agreement for the purchase of any of the GEDG Assets.
	 
	 	5.32	 	GEDG Material Contracts. The GEDG Material Contracts listed in
Schedule “5.32” constitute all of the material contracts of GEDG.
	 
	 	5.33	 	No Default. There has not been any default in any material obligation
of GEDG or any other party to be performed under any of GEDG Material Contracts, each
of which is in good standing and in full force and effect and unamended (except as
disclosed in Schedule “5.32”), and GEDG is not aware of any default in the obligations
of any other party to any of the GEDG Material Contracts.
	 
	 	5.34	 	No Compensation on Termination. There are no agreements, commitments
or understandings relating to severance pay or separation allowances on termination of
employment of any employee of GEDG. GEDG is not obliged to pay benefits or share
profits with any employee after termination of employment except as required by law.










17









 












	 	5.35	 	GEDG Equipment. The GEDG Equipment has been maintained in a manner
consistent with that of a reasonably prudent owner and such equipment is in good
working condition.
	 
	 	5.36	 	GEDG Goodwill. GEDG carries on the GEDG Business only under the name
“Global Energy Distribution Group, L.L.C.” and variations thereof and under no other
business or trade names. GEDG does not have any knowledge of any infringement by GEDG
of any patent, trademark, copyright or trade secret.
	 
	 	5.37	 	Maintenance of Business. Since the date of the GEDG Financial
Statements, the GEDG Business has been carried on in the ordinary course and GEDG has
not entered into any material agreement or commitment except in the ordinary course.
	 
	 	5.38	 	Subsidiaries. GEDG does not own any subsidiaries and does not
otherwise own, directly or indirectly, any shares or interest in any other corporation,
limited liability company, partnership, joint venture or firm.
	 
	 	5.39	 	SEC Reports and Other Information. GEDG and each GEDG Member has
received all the information GEDG and each GEDG Member considers necessary or
appropriate for deciding whether to enter into this Agreement and consummate the
Acquisition and other transactions contemplated by this Agreement. GEDG and each GEDG
Member further represents that GEDG and each GEDG Member has had an opportunity to ask
questions and receive answers from GEG regarding the business, properties, prospects
and financial condition of GEG. GEDG and each GEDG Member has reviewed all SEC Reports
filed during the two year period prior to the date of this Agreement, including,
without limitation, GEG’s 2004 Form 10-KSB, as amended by GEG’s 2004 Form 10-KSB/A, and
GEG’s Form 10-QSB for the quarter ended March 31, 2005. GEDG and each GEDG Member
understands and accepts all of the risk factors set forth in the SEC Reports in
connection with GEDG and each GEDG Member’s investment in the Acquisition Shares. GEDG
and each GEDG Member confirms that, GEDG, each GEDG Member, and each other person or
entity acting on GEDG’s or any GEDG Member’s behalf has not received from GEG or its
agents or counsel any information that constitutes or might constitute material,
non-public information. GEDG and each GEDG Member acknowledges and agrees that GEG has
not made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Agreement.
	 
	 	5.40	 	Agreements to Elect Directors. The GEDG Members (other than CND) have
no arrangements or understandings to elect or designate any persons as directors of
GEG, otherwise than at a meeting of stockholders of GEG, that would result in the
persons so elected or designated constituting a majority of the directors of GEG.
	 
	 	5.41	 	Non-Merger and Survival. The representations and warranties of GEDG
contained herein will be true at and as of Closing in all material respects as though
such representations and warranties were made as of such time.










18









 












Notwithstanding the completion of the transactions contemplated hereby, the waiver
of any condition contained herein (unless such waiver expressly releases a party
from any such representation or warranty) or any investigation made by GEG, the
representations and warranties of GEDG and GEDG Members shall not survive the
Closing.


6. Representations and Warranties of CND. CND represents and warrants in all material
respects to GEG, with the intent that it will rely thereon in entering into this Agreement and in
approving and completing the transactions contemplated hereby, as follows:





	 	6.1	 	Organization. CND is a limited liability company duly organized and
validly existing under the laws of the State of Oklahoma, and is in good standing with
the office of the Secretary of State for the State of Oklahoma.
	 
	 	6.2	 	Carrying on Business. CND carries on business primarily in the State
of Oklahoma and does not carry on any material business activity in any other
jurisdiction. CND has an office in Stillwell, Oklahoma, and in no other locations.
The nature of the GEDG Business does not require CND to register or otherwise be
qualified to carry on business in any other jurisdiction.
	 
	 	6.3	 	GEDG Unit Ownership. The authorized capital of GEDG consists of
200,000 Units of the membership interests in GEDG. All of the authorized Units of GEDG
are issued and outstanding on the date of this Agreement. Immediately following the
completion of the Second Closing (as defined in the Unit Purchase Agreement) and
immediately prior to the Closing, such Units will be owned beneficially and of record
by the GEDG Members in the amounts set forth in Schedule 2, free and clear of any
liens, claims, or encumbrances.
	 
	 	6.4	 	Company Capacity. CND has the limited liability company power,
capacity and authority to own GEDG Assets, to enter into and complete this Agreement.
	 
	 	6.5	 	Tax Returns. All tax returns and reports of CND required by law to be
filed have been filed and are true, complete and correct in all material respects, and
any taxes payable in accordance with any return filed by CND or in accordance with any
notice of assessment or reassessment issued by any taxing authority have been so paid.
	 
	 	6.6	 	Current Taxes. There are no agreements, waivers, or other arrangements
providing for an extension of time with respect to the filing of any tax return by, or
payment of, any tax, governmental charge or deficiency by CND. CND is not aware of any
contingent tax liabilities or any grounds which would prompt a reassessment including
aggressive treatment of income and expenses in filing earlier tax returns.
	 
	 	6.7	 	Licenses. CND holds all licenses and permits as may be requisite for
carrying on the its business in the manner in which it has heretofore been carried on,
which licenses and permits have been maintained and continue to be in good standing










19









 












except where the failure to obtain or maintain such licenses or permits would not
have a material adverse effect on such business.




	 	6.8	 	Agreements to Elect Directors. CND has no arrangements or
understandings to elect or designate any persons as directors of GEG, otherwise than at
a meeting of stockholders of GEG, that would result in the persons so elected or
designated constituting a majority of the directors of GEG.
	 
	 	6.9	 	Applicable Laws. CND has not been charged with or received notice of
breach of any laws, ordinances, statutes, regulations, orders or decrees to which it is
subject or which applies to it the violation of which would have a material adverse
effect on CND’s business, operations, or financial conditions, and, to CND’s knowledge,
CND is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or
decrees the contravention of which would result in a material adverse impact on CND’s
business, operations, or financial conditions.
	 
	 	6.10	 	Pending or Threatened Litigation. There is no material litigation or
administrative or governmental proceeding pending or threatened against or relating to
CND, its business, or any of its assets, nor does CND have any knowledge of any
deliberate act or omission of CND that would form any material basis for any such
action or proceeding.
	 
	 	6.11	 	No Bankruptcy. CND has not made any voluntary assignment or proposal
under applicable laws relating to insolvency and bankruptcy and no bankruptcy petition
has been filed or presented against CND and no order has been made or a resolution
passed for the winding-up, dissolution or liquidation of CND.
	 
	 	6.12	 	Finder’s Fees. CND is not a party to any agreement which provides for
the payment of finder’s fees, brokerage fees, commissions or other fees or amounts
which are or may become payable to any third party in connection with the execution and
delivery of this Agreement and the transactions contemplated herein.
	 
	 	6.13	 	Authorization and Enforceability. The execution and delivery of this
Agreement, and the completion of the transactions contemplated hereby, have been duly
and validly authorized by all necessary company action on the part of CND.
	 
	 	6.14	 	No Violation or Breach. The execution and performance of this
Agreement will not:






	 	6.14.1	 	Violate the charter documents of CND or result in any breach of, or default
under, any loan agreement, mortgage, deed of trust, or any other agreement to
which CND is a party,
	 
	 	6.14.2	 	Give any person any right to terminate or cancel any material agreement,
including any right or rights enjoyed by CND,




20









 












	 	6.14.3	 	Result in any alteration of CND’s obligations under any agreement to which
CND is a party including,
	 
	 	6.14.4	 	Result in the creation or imposition of any lien, encumbrance or restriction
of any nature whatsoever in favor of a third party upon or against CND or any
of its assets, or
	 
	 	6.14.5	 	Violate any court order or decree to which either CND is subject.






	 	6.15	 	SEC Reports and Other Information. CND has received all the
information CND considers necessary or appropriate for deciding whether to enter into
this Agreement and consummate the Acquisition and other transactions contemplated by
this Agreement. CND further represents that CND has had an opportunity to ask
questions and receive answers from GEG regarding the business, properties, prospects
and financial condition of GEG. CND has reviewed all SEC Reports filed during the two
year period prior to the date of this Agreement, including, without limitation, GEG’s
2004 Form 10-KSB, as amended by GEG’s 2004 Form 10-KSB/A, and GEG’s Form 10-QSB for the
quarter ended March 31, 2005. CND understands and accepts all of the risk factors set
forth in the SEC Reports in connection with CND’s investment in the Acquisition Shares.
CND confirms that, CND, and each other person or entity acting on CND’s behalf has not
received from GEG or its agents or counsel any information that constitutes or might
constitute material, non-public information. CND acknowledges and agrees that GEG has
not made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Agreement.
	 
	 	6.16	 	Non-Merger and Survival. The representations and warranties of CND
contained herein will be true at and as of Closing in all material respects as though
such representations and warranties were made as of such time. Notwithstanding the
completion of the transactions contemplated hereby, the waiver of any condition
contained herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by CND, the representations and
warranties of CND shall not survive the Closing.




7. Covenants of GEDG. GEDG covenants and agrees with GEG that it will:





	 	7.1	 	Conduct of Business. Until the Closing, conduct the GEDG Business
diligently and in the ordinary course consistent with the manner in which the GEDG
Business generally has been operated up to the date of execution of this Agreement.
	 
	 	7.2	 	Preservation of Business. Until the Closing, use their best efforts to
preserve the GEDG Business and the GEDG Assets and, without limitation, preserve for
GEG GEDG’s relationships with their suppliers, customers and others having business
relations with them.




21









 












	 	7.3	 	Access. Until the Closing, give GEG and its representatives full
access to all of the properties, books, contracts, commitments and records of GEDG
relating to GEDG, the GEDG Business and the GEDG Assets, and furnish to GEG and its
representatives all such information as they may reasonably request.
	 
	 	7.4	 	Procure Consents. Until the Closing, take all reasonable steps
required to obtain, prior to Closing, any and all third party consents required to
permit the Acquisition and to preserve and maintain the GEDG Assets, including the GEDG
Material Contracts, notwithstanding the change in control of GEDG arising from the
Acquisition.
	 
	 	7.5	 	Options. Prior to the Closing, GEDG will not issue any Shares or any
options, rights, warrants or other derivative securities for the purchase of the GEDG
Units.
	 
	 	7.6	 	Audited Financial Statements. Immediately upon execution of this
Agreement, cause to be prepared audited financial statements of GEDG in compliance with
the requirements of Regulation SB as promulgated by the SEC, such audited financial
statements to be provided no later than 30 days after the Closing Date.
	 
	 	7.7	 	Filings and Applications. Cooperate fully with GEG in furnishing any
necessary information required in connection with the preparation, distribution and
filing of any filings, applications and notices which may be required by federal, state
and local governmental or regulatory agencies.
	 
	 	7.8	 	Authorization. GEDG hereby agrees to authorize and direct any and all
federal, state, municipal, foreign and international governments and regulatory
authorities having jurisdiction respecting GEDG to release any and all information in
their possession respecting GEDG to GEG. GEDG shall promptly execute and deliver to
GEG any and all consents to the release of information and specific authorizations
which GEG reasonably require to gain access to any and all such information.
	 
	 	7.9	 	Survival. The covenants set forth in this paragraph 6 shall survive
the Closing for the benefit of GEG.




8. Investment Representations and Warranties of GEDG Members. Each of the GEDG Members
hereby represent, warrant and covenant to GEG as follows:





	 	8.1	 	Investment Intent. Each GEDG Member represents and warrants that the
Acquisition Shares are being purchased or acquired solely for the GEDG Member’s own
account, for investment purposes only and not with a view toward the distribution or
resale to others.
	 
	 	8.2	 	Certain Risk. Each GEDG Member recognizes that the purchase of the
Acquisition Shares involves a high degree of risk in that (a) GEG has, sustained losses
from its operations from its inception on February 19, 1988, and does not have an
established source of revenues sufficient to cover its operating costs, and
accordingly, there is substantial doubt about its ability to continue as a going




22









 












concern; (b) GEG has a substantial accumulated deficit; (c) an investment in the GEG
is highly speculative and only investors who can afford the loss of their entire
investment should consider investing in GEG and the Acquisition Shares; (d) an
investor may not be able to liquidate his investment; (e) in the event of a
disposition an investor could sustain the loss of his entire investment; (f) no
return on investment, whether through distributions, appreciation, transferability
or otherwise, and no performance by, through or of GEG, has been promised, assured,
represented or warranted, whether in writing or orally, by GEG, or by any director,
officer, employee, agent or representative thereof; and, (g) while the Common Stock
is presently quoted and traded on the OTC Bulletin Board, the Acquisition Shares are
not registered under applicable federal (U.S.) or state securities laws, and thus
may not be sold, conveyed, assigned or transferred unless registered under such laws
or unless an exemption from registration is available under such laws, as more fully
described herein, and (h) there is no assurance that the GEG Common Shares will
continue to be quoted or traded on the OTC Bulletin Board or on any other organized
market or quotation system.




	 	8.3	 	Prior Investment Experience. Each GEDG Member acknowledges that it has
prior investment experience, including investment in non-listed and non-registered
securities, or has employed the services of an investment advisor, attorney or
accountant to read all of the documents furnished or made available by GEG to them and
to evaluate the merits and risks of such an investment on their behalf, and that they
recognizes the highly speculative nature of this investment.
	 
	 	8.4	 	Public Market. Each GEDG Member understands that although there is
presently a public market for the Common Stock, Rule 144 (“Rule 144”) promulgated under
the 1933 Act requires, among other conditions, a one-year holding period following full
payment of the consideration therefor prior to the resale (in limited amounts) of
securities acquired in a nonpublic offering without having to satisfy the registration
requirements under the 1933 Act.
	 
	 	8.5	 	Sophisticated Investor. Each GEDG Member represents and warrants that
(a) the GEDG Member has adequate means of providing for the GEDG Member’s current
financial needs and possible contingencies and have no need for liquidity of the GEDG
Member’s investment in the Acquisition Shares; (b) the GEDG Member is able to bear the
economic risks inherent in an investment in the Acquisition Shares and that an
important consideration bearing on their ability to bear the economic risk of the
purchase of Acquisition Shares is whether the GEDG Member can afford a complete loss
of the GEDG Member’s investment in the Acquisition Shares, and the GEDG Member
represents and warrants that the GEDG Member can afford such a complete loss; and (c)
the GEDG Member has such knowledge and experience in business, financial, investment
and banking matters (including, but not limited to, investments in restricted,
non-listed and non-registered securities) that the GEDG Member is capable of evaluating
the merits, risks and advisability of an investment in the Acquisition Shares.




23









 












	 	8.6	 	Accredited Investor. Each GEDG Member represents, severally and not
jointly, that the GEDG Member is an “accredited investor” (as that term is defined in
Rule 501 of Regulation D under the 1933 Act) and by reason of the GEDG Member’s
business and financial experience, the GEDG Member has such knowledge, sophistication
and experience in business and financial matters as to be capable of evaluating the
merits and risks of the prospective investment, is able to bear the economic risk of
such investment and is able to afford a complete loss of such investment.
	 
	 	8.7	 	Tax Consequences. Each GEDG Member acknowledges that GEG has made no
representation regarding the potential or actual tax consequences for the GEDG Member
that will result from entering into the Agreement and from consummation of the purchase
of the Acquisition Shares. Each GEDG Member acknowledges each GEDG Member bears
complete responsibility for obtaining adequate tax advice regarding this Agreement and
the purchase of the Acquisition Shares.
	 
	 	8.8	 	SEC Filing. Each GEDG Member acknowledges that the GEDG Member has
been previously furnished with true and complete copies of the SEC Reports.
	 
	 	8.9	 	Documents, Information and Access. Each GEDG Member’s decision to
purchase the Acquisition Shares is not based on any promotional, marketing or sales
materials, and the GEDG Member and its representatives have been afforded, prior to
purchase thereof, the opportunity to ask questions of, and to receive answers from, GEG
and its management, and has had access to all documents and information known to the
GEDG Member that the GEDG Member deems material to an investment decision with respect
to the purchase of the Acquisition Shares hereunder.
	 
	 	8.10	 	No Registration, Review or Approval. The GEDG Member acknowledges and
understands that the offering and sale of securities pursuant to this Agreement has not
been reviewed or approved by the SEC or by any state securities commission, authority
or agency, and is not registered under the 1933 Act. Each GEDG Member acknowledges,
understands and agrees that the Acquisition Shares are being offered hereunder pursuant
to a private placement exemption to the registration provisions of the 1933 Act
pursuant to (a) Section 4(2) of the 1933 Act and/or Regulation D promulgated under the
1933 Act and (b) a similar exemption to the registration provisions of applicable state
securities laws.
	 
	 	8.11	 	Transfer Restrictions. Each GEDG Member will not transfer any
Acquisition Shares purchased under this Agreement unless such are registered under the
1933 Act or any applicable state securities or “blue sky” laws (collectively,
“Securities Laws”), or unless an exemption is available under such Securities Laws, and
GEG may, if it chooses, where an exemption from registration is claimed by such GEDG
Member, condition any transfer of Acquisition Shares out of the GEDG Member’s name on
receipt of an opinion of the GEG’s counsel, to the effect that the proposed transfer is
being effected in accordance with, and does not violate,










24









 












an applicable exemption from registration under the applicable securities laws, or
an opinion of counsel to the GEDG Member, acceptable to GEG, to the effect that
registration under the 1933 Act is not required in connection with such sale or
transfer and the reasons therefor.




	 	8.12	 	Reliance. Each GEDG Member understands and acknowledges that GEG is
relying upon all of the representations, warranties, covenants, understandings,
acknowledgments and agreements contained in this Agreement in determining whether to
sell and issue the Acquisition Shares to the GEDG Member.




9. Conditions Precedent.





	 	9.1	 	Conditions Precedent in Favor of GEG. GEG’s obligations to carry out
the transactions contemplated hereby are subject to the fulfillment of each of the
following conditions precedent on or before the Closing:






	 	9.1.1	 	all documents or copies of documents required to be executed
and delivered to GEG hereunder will have been so executed and delivered.
	 
	 	9.1.2	 	all of the terms, covenants and conditions of this Agreement
to be complied with or performed by GEDG at or prior to the Closing will have
been complied with or performed.
	 
	 	9.1.3	 	GEG shall have completed its review and inspection of the
books and records of GEDG and shall be satisfied with same in all material
respects.
	 
	 	9.1.4	 	title to the GEDG Assets will be free and clear of all
mortgages, liens, charges, pledges, security interests, encumbrances or other
claims whatsoever.
	 
	 	9.1.5	 	subject to paragraph 8 hereof, there will not have occurred:






	 	(i)	 	any material adverse change in the
financial position or condition of GEDG, its liabilities or the GEDG
Assets or any damage, loss or other change in circumstances
materially and adversely affecting the GEDG Business or the GEDG
Assets or GEDG’s right to carry on the GEDG Business, other than
changes in the ordinary course of business, none of which has been
materially adverse, or
	 
	 	(ii)	 	any damage, destruction, loss or other
event, including changes to any laws or statutes applicable to GEDG
or the GEDG Business (whether or not covered by insurance)
materially and adversely affecting GEDG, the GEDG Business or the
GEDG Assets.




25









 












	 	9.1.6	 	the transactions contemplated hereby shall have been approved
by all other regulatory authorities having jurisdiction over the subject matter
hereof, if any;
	 
	 	9.1.7	 	all information provided by GEDG to GEG shall be true,
complete and correct in all material respects and without omission of any
material fact;
	 
	 	9.1.8	 	all consents and other approvals required or reasonably deemed
advisable by GEG’s legal counsel for the transaction will have been obtained;
	 
	 	9.1.9	 	the Certificate of Designations of GEG’s 6% Redeemable
Preferred Stock, Series A, shall have been amended substantially as set forth
in the Series A Amendment;
	 
	 	9.1.10	 	the Certificate of Designations of GEG’s 6% Redeemable Preferred Stock,
Series B, shall have been amended substantially as set forth in the Series B
Amendment;
	 
	 	9.1.11	 	CND shall have acquired 122,000 GEDG Units at the Second Closing, as defined
in and pursuant to the Unit Purchase Agreement;
	 
	 	9.1.12	 	the holders of the Series A Preferred and the Series B Preferred shall have
released and discharged GEG from all liability for the payment of unpaid
dividends on the outstanding Series A Preferred that have accrued to and
including June 30, 2005, to the satisfaction of GEG; and
	 
	 	9.1.13	 	each of the warrants listed in Schedule 9.1.13 providing for the purchase of
GEG Common Shares shall have been terminated without having been exercised.






The conditions precedent set out in the preceding paragraph are inserted for the
exclusive benefit of GEG and any such condition may be waived in whole or in part by
GEG at or prior to Closing by delivering to GEDG a written waiver to that effect
signed by GEG. In the event that the conditions precedent set out in the preceding
paragraph are not satisfied on or before the Closing, GEG shall be released from all
obligations under this Agreement.




	 	9.2	 	Conditions Precedent in Favor of GEDG. The obligation of GEDG to carry
out the transactions contemplated hereby is subject to the fulfillment of each of the
following conditions precedent on or before the Closing:






	 	9.2.1	 	all documents or copies of documents required to be executed
and delivered to GEDG hereunder will have been so executed and delivered;




26









 












	 	9.2.2	 	all of the terms, covenants and conditions of this Agreement
to be complied with or performed by GEG at or prior to the Closing will have
been complied with or performed;
	 
	 	9.2.3	 	GEDG shall have completed its review and inspection of the
books and records of GEG and its Subsidiaries and shall be satisfied with same
in all material respects;
	 
	 	9.2.4	 	GEG will have caused to be issued the Acquisition Shares
pursuant to the terms of the Acquisition to the GEDG Members at the Closing and
the Acquisition Shares will be registered on the books of GEG in the names of
the respective holders of GEDG Units as of the Closing Date as set forth in
Schedule 2;
	 
	 	9.2.5	 	title to the Acquisition Shares will be free and clear of all
mortgages, liens, charges, pledges, security interests, encumbrances or other
claims whatsoever;
	 
	 	9.2.6	 	subject to paragraph 10 hereof, there will not have occurred:






	 	(i)	 	any material adverse change in the
financial position or condition of GEG, its Subsidiaries, their
liabilities or the GEG Assets or any damage, loss or other change in
circumstances materially and adversely affecting GEG, the GEG
Business or the GEG Assets or GEG’ right to carry on the GEG
Business, other than changes in the ordinary course of business,
none of which has been materially adverse, or
	 
	 	(ii)	 	any damage, destruction, loss or other
event, including changes to any laws or statutes applicable to GEG
or the GEG Business (whether or not covered by insurance) materially
and adversely affecting GEG, its Subsidiaries, the GEG Business or
the GEG Assets.






	 	9.2.7	 	the transactions contemplated hereby shall have been approved
by all other regulatory authorities having jurisdiction over the subject matter
hereof, if any;
	 
	 	9.2.8	 	all information provided by GEG to GEDG shall be true,
complete and correct in all material respects and without omission of any
material fact;
	 
	 	9.2.9	 	GEG and the GEDG Members shall have entered into a
Registration Rights Agreement pursuant to which the GEDG Members will possess
certain “piggyback” registration rights with respect to the Acquisition Shares,
substantially in the form of Exhibit “C” hereto; and




27









 












	 	9.2.10	 	all consents and other approvals required or reasonably deemed advisable by
legal counsel of GEDG for the transaction will have been obtained.
	 
	 	9.2.11	 	the Certificate of Designations of GEG’s 6% Redeemable Preferred Stock,
Series A, shall have been amended substantially as set forth in the Series A
Amendment;
	 
	 	9.2.12	 	the Certificate of Designations of GEG’s 6% Redeemable Preferred Stock,
Series B, shall have been amended substantially as set forth in the Series B
Amendment; and
	 
	 	9.2.13	 	each of the warrants listed in Schedule 9.1.13 providing for the purchase of
GEG Common Shares shall have been terminated without having been exercised.






The conditions precedent set out in the preceding paragraph are inserted for the
exclusive benefit of GEDG and the GEDG Members and any such condition may be waived
in whole or in part by GEDG or the GEDG Members at or prior to the Closing by
delivering to GEG a written waiver to that effect signed by GEDG and the GEDG
Members. In the event that the conditions precedent set out in the preceding
paragraph are not satisfied on or before the Closing GEDG and the GEDG Members shall
be released from all obligations under this Agreement.




	 	9.3	 	Nature of Conditions Precedent. The conditions precedent set forth in
this Article are conditions of completion of the transactions contemplated by this
Agreement and are not conditions precedent to the existence of a binding agreement.
	 
	 	9.4	 	Termination. Notwithstanding any provision in this Agreement to the
contrary, if the Closing does not occur on or before July 15, 2005, this Agreement will
be at an end and will have no further force or effect, unless otherwise agreed upon by
the parties in writing.
	 
	 	9.5	 	Confidentiality. Notwithstanding any provision herein to the contrary,
the parties hereto agree that the existence and terms of this Agreement are
confidential and that if this Agreement is terminated pursuant to the preceding
paragraph the parties agree to return to one another any and all financial, technical
and business documents delivered to the other party or parties in connection with the
negotiation and execution of this Agreement and shall keep the terms of this Agreement
and all information and documents received from GEDG and GEG and the contents thereof
confidential and not utilize nor reveal or release same; provided, however, that GEG
will be required to issue news releases regarding the execution and consummation of
this Agreement and file a Current Report on Form 8-K with the Securities and Exchange
Commission respecting the proposed Acquisition contemplated hereby together with such
other documents as are required to maintain the currency of GEG’s filings with the
Securities and Exchange Commission. Subject to applicable law, any public announcement





28









 











relating to the transactions contemplated by this Agreement will be mutually agreed
upon.


10. Material Change in the Business of GEDG. If any material loss or damage to the GEDG
Business occurs prior to Closing and such loss or damage, in GEG’s reasonable opinion, cannot be
substantially repaired or replaced within thirty (30) days, GEG shall, within two (2) days
following any such loss or damage, by notice in writing to GEDG, at its option, either (a)
terminate this Agreement, in which case no party will be under any further obligation to any other
party; or (b) elect to complete the Acquisition and the other transactions contemplated hereby, in
which case the proceeds and the rights to receive the proceeds of all insurance covering such loss
or damage will, as a condition precedent to GEG’s obligations to carry out the transactions
contemplated hereby, be vested in GEDG or otherwise adequately secured to the satisfaction of GEG
on or before the Closing Date.



11. Material Change in the GEG Business. If any material loss or damage to the GEG
Business occurs prior to Closing and such loss or damage, in GEDG’s reasonable opinion, cannot be
substantially repaired or replaced within thirty (30) days, GEDG shall, within two (2) days
following any such loss or damage, by notice in writing to GEG, at its option, either (a) terminate
this Agreement, in which case no party will be under any further obligation to any other party; or
(b) elect to complete the Acquisition and the other transactions contemplated hereby, in which case
the proceeds and the rights to receive the proceeds of all insurance covering such loss or damage
will, as a condition precedent to GEDG’s obligations to carry out the transactions contemplated
hereby, be vested in GEG or otherwise adequately secured to the satisfaction of GEDG on or before
the Effective Date.



12. Closing. The Acquisition and the other transactions contemplated by this Agreement
will be closed at the Place of Closing in accordance with the closing procedure set out in this
Article.





	 	12.1	 	Documents To Be Delivered By GEDG. On or before the Closing, GEDG will
deliver or cause to be delivered to GEG:






	 	12.1.1	 	copies of the organizational documents of GEDG certified by an authorized
officer of GEDG;
	 
	 	12.1.2	 	all reasonable consents or approvals required to be obtained by GEDG for the
purposes of completing the Acquisition and preserving and maintaining the
interests of GEDG under any and all GEDG Material Contracts and in relation to
GEDG Assets;
	 
	 	12.1.3	 	complete copies of such resolutions of the managers and members of GEDG as
are required to be passed to authorize the execution, delivery and
implementation of this Agreement certified by the manager of GEDG;
	 
	 	12.1.4	 	an acknowledgement from GEDG of the satisfaction of the conditions precedent
set forth in paragraph 9.2 hereof;





29









 






	 	12.1.5	 	the Registration Rights Agreement, duly executed by GEDG Members; and
	 
	 	12.1.6	 	such other documents as GEG may reasonably require to give effect to the
terms and intention of this Agreement.






	 	12.2	 	Documents To Be Delivered By GEG. On or before the Closing, GEG shall
deliver or cause to be delivered to GEDG:






	 	12.2.1	 	share certificates representing the Acquisition Shares duly registered in the
names of GEDG Members in accordance with Schedule 2;
	 
	 	12.2.2	 	certified copies of such resolutions of the directors of GEG as are required
to be passed to authorize the execution, delivery and implementation of this
Agreement;
	 
	 	12.2.3	 	an acknowledgement from GEG of the satisfaction of the conditions precedent
set forth in paragraph 9.1 hereof;
	 
	 	12.2.4	 	the Registration Rights Agreement, duly executed by GEG;
	 
	 	12.2.5	 	the Amended Certificates of Designation of Series A and Series B Preferred
Stock of GEG filed with the Secretary of State of Delaware; and
	 
	 	12.2.6	 	a certificate evidencing the cancellation of all warrants with accompanying
affidavits from all warrant-holders acknowledging the termination of the
warrants and the waiver of recourse for such termination.






	 	12.3	 	Documents to be delivered by CND. On or before the Closing, CND will
deliver or cause to be delivered to GEG:






	 	12.3.1	 	copies of the organizational documents of CND certified by an authorized
officer of CND;
	 
	 	12.3.2	 	all reasonable consents or approvals required to be obtained by CND for the
purposes of completing the Acquisition;
	 
	 	12.3.3	 	complete copies of such resolutions of the managers and members of CND as are
required to be passed to authorize the execution, delivery and implementation
of this Agreement, certified by the manager of CND;
	 
	 	12.3.4	 	an acknowledgement from CND of the satisfaction of the conditions precedent
set forth in paragraph 9.2 hereof;





30









 






	 	12.3.5	 	the Registration Rights Agreement, duly executed by CND Members; and
	 
	 	12.3.6	 	such other documents as GEG may reasonably require to give effect to the
terms and intention of this Agreement.




13. Post-Closing Matters. Forthwith after the Closing, GEG and the GEDG agree to use all
their best efforts to:





	 	13.1	 	Press Release. Issue a news release reporting the Closing;
	 
	 	13.2	 	8-K. File a Form 8-K with the Securities and Exchange Commission
disclosing the terms of this Agreement and, not more than 75 days following the Closing
Date, to file an amended Form 8-K which includes audited financial statements of GEDG
as well as pro forma financial information of GEDG and GEG as required by Regulation SB
as promulgated by the SEC;
	 
	 	13.3	 	13D. File reports on Schedules 13D and Forms 3 and 4 with the SEC
disclosing the acquisition of the Acquisition Shares as may be required; and
	 
	 	13.4	 	Form D. File Form D with SEC and the requisite blue sky notices for
the Acquisition Shares.




14. General Provisions.





	 	14.1	 	Arbitration. The parties hereto shall attempt to resolve any dispute,
controversy, difference or claim arising out of or relating to this Agreement by
negotiation in good faith. If such good negotiation fails to resolve such dispute,
controversy, difference or claim within fifteen (15) days after any party delivers to
any other party a notice of its intent to submit such matter to arbitration, then any
party to such dispute, controversy, difference or claim may submit such matter to
arbitration in the City of Oklahoma City, Oklahoma.
	 
	 	14.2	 	Notice. Any notice required or permitted to be given by any party will
be deemed to be given when in writing and delivered to the address for notice of the
intended recipient by personal delivery, prepaid single certified or registered mail,
or telecopier. Any notice delivered by mail shall be deemed to have been received on
the fourth business day after and excluding the date of mailing, except in the event of
a disruption in regular postal service in which event such notice shall be deemed to be
delivered on the actual date of receipt. Any notice delivered personally or by
telecopier shall be deemed to have been received on the actual date of delivery.
	 
	 	14.3	 	Addresses For Service. The address for service of notice of each of
the parties hereto is as follows:





31









 





	 	 	 	 	 
	 

	 	To GEG:
	 	Global Energy Group, Inc.
	 

	 	 	 	5000 Legacy Drive
	 

	 	 	 	Suite 470
	 

	 	 	 	Plano, Texas 75024
	 

	 	 	 	Attention: John R. Bailey
	 

	 	 	 	Fax: (972) 403-7659
	 
	 	 	 	 
	 

	 	          with copies to:
	 	Conner & Winters, LLP
	 

	 	 	 	211 North Robinson, Suite 1700
	 

	 	 	 	Oklahoma City, Oklahoma 73120
	 

	 	 	 	Attention: Kiran A. Phansalkar and Mark H.
	 

	 	 	 	Bennett
	 

	 	 	 	Fax: (405) 232-9621
	 
	 	 	 	 
	 

	 	If to CND:
	 	CND, L.L.C.
	 

	 	 	 	One Cherokee Circle
	 

	 	 	 	P.O. Box 860
	 

	 	 	 	Stilwell, Oklahoma 74960
	 

	 	 	 	Attention: Jim Majewski, President
	 

	 	 	 	Fax: (918) 696-6766
	 
	 	 	 	 
	 

	 	          with copies to:
	 	Jones, Gotcher & Bogan, P.C.
	 

	 	 	 	15 East Fifth Street, Suite 3800
	 

	 	 	 	First Place Tower
	 

	 	 	 	Tulsa, Oklahoma 74103
	 

	 	 	 	Attention: Robert R. Peters, II
	 

	 	 	 	Fax: (918) 583-1189
	 
	 	 	 	 
	 

	 	If to GEDG:
	 	Global Energy Distribution Group, L.L.C.
	 

	 	 	 	5000 Legacy Drive
	 

	 	 	 	Suite 470
	 

	 	 	 	Plano, Texas 75024
	 

	 	 	 	Attention: David E. Webb, Manager
	 

	 	 	 	Fax: (972) 403-7659
	 
	 	 	 	 
	 

	 	If to Recap:
	 	Recap Group, L.L.C.
	 

	 	 	 	5000 Legacy Drive
	 

	 	 	 	Suite 470
	 

	 	 	 	Plano, Texas 75024
	 

	 	 	 	Attention: David E. Webb
	 

	 	 	 	Fax: (972) 403-7659






32









 






	 	 	 	 	 
	 

	 	If to Cazatur:
	 	Cazatur Group, L.L.C.
	 

	 	 	 	5000 Legacy Drive
	 

	 	 	 	Suite 470
	 

	 	 	 	Plano, Texas 75024
	 

	 	 	 	Attention: Henry M. Burkhalter
	 

	 	 	 	Fax: (972) 403-7659
	 
	 	 	 	 
	 

	 	If to Wheeler:
	 	Allen Wheeler
	 

	 	 	 	401 West Evergreen
	 

	 	 	 	Durant, Oklahoma 74701
	 

	 	 	 	Fax: (580) 920-0547
	 
	 	 	 	 
	 

	 	If to Smith:
	 	Robert J. Smith
	 

	 	 	 	3865 Turtle Hatch Road
	 

	 	 	 	Springfield, Missouri 65809
	 

	 	 	 	Fax: (417) 863-9778
	 
	 	 	 	 
	 

	 	If to Quest:
	 	Quest Capital Alliance, L.L.C.
	 

	 	 	 	3140 E. Division Street
	 

	 	 	 	Springfield, Missouri 65902
	 

	 	 	 	Attention: Steven W. Fox
	 

	 	 	 	Fax: (417) 863-9778







Any party may, by notice to the other parties change its address for notice to some
other address in North America and will so change its address for notice whenever
the existing address or notice ceases to be adequate for delivery by hand. A post
office box may not be used as an address for service.




	 	14.4	 	Further Assurances. Each of the parties will execute and deliver such
further and other documents and do and perform such further and other acts as any other
party may reasonably require to carry out and give effect to the terms and intention of
this Agreement.
	 
	 	14.5	 	Time of the essence. Time is expressly declared to be the essence of
this Agreement.
	 
	 	14.6	 	Entire Agreement. The provisions contained herein constitute the
entire agreement among GEDG, the GEDG Members and GEG respecting the subject matter
hereof and supersede all previous communications, representations and agreements,
whether verbal or written, among GEDG, the GEDG Members and GEG with respect to the
subject matter hereof.
	 
	 	14.7	 	Inurement. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns.





33









 






	 	14.8	 	Assignment. This Agreement is not assignable without the prior written
consent of the parties hereto.
	 
	 	14.9	 	Counterparts. This Agreement may be executed in counterparts, each of
which when executed by any party will be deemed to be an original and all of which
counterparts will together constitute one and the same Agreement. Delivery of executed
copies of this Agreement by telecopier will constitute proper delivery, provided that
originally executed counterparts are delivered to the parties within a reasonable time
thereafter.
	 
	 	14.10	 	Applicable Law. This Agreement is subject to the laws of the State of
Delaware.
	 
	 	14.11	 	Expenses. GEDG and the GEDG Members will bear their own expenses and
costs of the transactions contemplated by this Agreement, including, but not limited
to, the fees of attorneys and financial advisors, and GEG will pay the expenses and
costs of GEG.





[SIGNATURES BEGIN ON THE NEXT PAGE]




34









 








     IN WITNESS WHEREOF the parties have executed this Securities Purchase Agreement effective as
of the day and year first above written.



	 	 	 	 	 
	 	 	GLOBAL ENERGY GROUP, INC., a Delaware
	 	 	corporation
	 
	 	 	 	 
	 

	 	By:	 	/s/ John R. Bailey 
	 

	 	 	 	 
	 

	 	 	 	John R. Bailey, President and CEO
	 
	 	 	 	 
	 	 	(“GEG”)
	 
	 	 	 	 
	 	 	GLOBAL ENERGY DISTRIBUTION GROUP,
	 	 	L.L.C., a Texas limited liability company
	 
	 	 	 	 
	 

	 	By:	 	/s/ David Webb 
	 

	 	 	 	 
	 

	 	 	 	David Webb, Manager
	 
	 	 	 	 
	 	 	(“GEDG”)
	 
	 	 	 	 
	 	 	CND, L.L.C., a Oklahoma limited liability company
	 
	 	 	 	 
	 

	 	By:	 	/s/ Jim Majewski 
	 

	 	 	 	 
	 

	 	 	 	Jim Majewski, Manager
	 
	 	 	 	 
	 	 	(“CND”)
	 
	 	 	 	 
	 	 	RECAP GROUP, L.L.C., a Texas limited liability
	 	 	company
	 
	 	 	 	 
	 

	 	By:	 	/s/ David Webb 
	 

	 	 	 	 
	 

	 	 	 	David Webb, Member
	 	 	(“Recap”)
	 
	 	 	 	 
	 	 	CAZATUR GROUP, L.L.C., a Texas limited liability
	 	 	company
	 
	 	 	 	 
	 

	 	By:	 	/s/ Henry Burkhalter 
	 

	 	 	 	 
	 

	 	 	 	Henry Burkhalter, Member
	 
	 	 	 	 
	 	 	(“Cazatur”)






35









 





[Signature Page of the Securities Purchase Agreement — continued]




	 	 	 	 	 
	 	 	/s/ ALLEN WHEELER 
	 	 	ALLEN WHEELER, Individually
	 
	 	 	 	 
	 	 	(“Wheeler”)
	 
	 	 	 	 
	 	 	/s/ ROBERT J. SMITH 
	 	 	ROBERT J. SMITH, Individually
	 
	 	 	 	 
	 	 	(“Smith”)
	 
	 	 	 	 
	 	 	QUEST CAPITAL ALLIANCE, L.L.C., a Missouri limited
	 	 	liability company
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	/s/ Steven Fox 
	 

	 	 	 	Steven Fox, Member
	 
	 	 	 	 
	 	 	(“Quest”)
	 
	 	 	 	 
	 	 	(CND, Recap, Cazatur, Wheeler, Smith, and Quest
	 	 	are individually, a “GEDG Member” and collectively,
	 	 	the “GEDG Members”)







36