Filed by Automated Filing Services Inc. (604) 609-0244 - Global Energy, Inc. - Exhibit 10.5






REGISTRATION RIGHTS AGREEMENT 

          THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 6,
2007, by and among GLOBAL ENERGY, INC., a Delaware corporation (the
“Company”), and the undersigned Buyers listed on Schedule I attached
hereto (each, a “Buyer” and collectively, the “Buyers”). 

          WHEREAS:


          A.      In
connection with the Securities Purchase Agreement by and among the parties
hereto of even date herewith (the “Securities Purchase
Agreement”), the Company has agreed, upon the terms and subject to the
conditions of the Securities Purchase Agreement, to issue and sell to the Buyers
(i) secured convertible debentures (the “Convertible Debentures”) which
shall be convertible into shares of the Company’s common stock, par value $0.001
per share (the “Common Stock,” as converted, the “Conversion
Shares”) in accordance with the terms of the Convertible Debentures, and
(ii) warrants (the “Warrants”), which will be exercisable to purchase
shares of Common Stock (as exercised, collectively, the “Warrant
Shares”). Capitalized terms not defined herein shall have the meaning
ascribed to them in the Securities Purchase Agreement. 

          B.      To
induce the Buyers to execute and deliver the Securities Purchase Agreement, the
Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the “Securities Act”), and
applicable state securities laws. 

          NOW,
THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Buyers hereby
agree as follows: 

               1.     
DEFINITIONS. 

          As
used in this Agreement, the following terms shall have the following meanings:


                              (a)     
“Effectiveness Deadline” means, with respect to the initial Registration
Statement required to be filed hereunder, the 150th calendar day following the
date hereof; provided, however, in the event the Company is notified by the U.S.
Securities and Exchange Commission (“SEC”) that one of the above
Registration Statements will not be reviewed or is no longer subject to further
review and comments, the Effectiveness Date as to such Registration Statement
shall be the fifth Trading Day following the date on which the Company is so
notified if such date precedes the dates required above. 

                              (b)     
“Filing Deadline” means, with respect to the initial Registration
Statement required hereunder, the 45th calendar day following the first to occur
of (i) the Second Closing, or (ii) the date the Buyer notifies the Company that
the Report has not provided a satisfactory conclusion. 




                              (c)      “Person”
means a corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political
subdivision thereof or a governmental agency. 

                              (d)      “Prospectus”
means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Registration Statement, and
all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus. 

                              (e)      “Registrable
Securities” means all of (i) the Conversion Shares issuable upon conversion
of the Convertible Debentures, (ii) the Warrant Shares issued or issuable upon
exercise of the Warrants, (iii) any additional shares issuable in connection
with any anti-dilution provisions in the Warrants or the Convertible Debentures
(without giving effect to any limitations on exercise set forth in the Warrants
or Convertible Debentures) and (iv) any shares of Common Stock issued or
issuable with respect to the Conversion Shares, the Convertible Debentures, the
Warrant Shares, or the Warrants as a result of any stock split, dividend or
other distribution, recapitalization or similar event or otherwise, without
regard to any limitations on the conversion of the Convertible Debentures or
exercise of the Warrants. 

                              (f)      “Registration
Statement” means the registration statements required to be filed hereunder
and any additional registration statements contemplated by Section 3(c),
including (in each case) the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement. 

                              (g)      “Required
Registration Amount” means (i) with respect to the initial Registration
Statement at least Six Million (6,600,000) shares of Common Stock issued or to
be issued upon conversion of the Convertible Debentures and upon exercise of the
Warrants, and (ii) with respect to subsequent Registration Statements all
remaining Registrable Securities to be filed, in each case subject to any
cutback set forth in Section 3(c). 

                              (h)      “Rule
415” means Rule 415 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC having substantially the same purpose and effect as
such Rule. 

               2.      REGISTRATION.


                              (a)      On
or prior to each Filing Deadline, the Company shall prepare and file with the
SEC a Registration Statement on Form S-1 or SB-2 (or, if the Company is then
eligible, on Form S-3) covering the resale of all of the Registrable Securities.
The Registration Statement prepared pursuant hereto shall register for resale at
least the number of shares of Common Stock equal to the Required Registration
Amount as of date the Registration Statement is initially filed 




with the SEC. The Registration Statement shall contain the
“Selling Stockholders” and “Plan of Distribution” sections
in substantially the form attached hereto as Exhibit A and contain all
the required disclosures set forth on Exhibit B. The Company shall use
its best efforts to have the Registration Statement declared effective by the
SEC as soon as practicable, but in no event later than the Effectiveness
Deadline. By 9:30 am on the date following the date of effectiveness, the
Company shall file with the SEC in accordance with Rule 424 under the 1933 Act
the final Prospectus to be used in connection with sales pursuant to such
Registration Statement. The Company shall cause the Registration Statement to
remain effective until all of the Registrable Securities have been sold or may
be sold without volume restrictions pursuant to Rule 144(k), as determined by
the counsel to the Company pursuant to a written opinion letter to such effect,
addressed and acceptable to the Company’s transfer agent and the affected
Holders (“Registration Period”). Prior to the filing of the Registration
Statement with the SEC, the Company shall furnish a draft of the Registration
Statement to the Buyers for their review and comment. The Buyers shall furnish
comments on the Registration Statement to the Company within twenty-four (24)
hours of the receipt thereof from the Company. 

                              (b)      Failure
to File or Obtain Effectiveness of the Registration Statement. If: (i) a
Registration Statement is not filed on or prior to its Filing Date (if the
Company files a Registration Statement without affording the Holders the
opportunity to review and comment on the same as required by Section 3(a), the
Company shall not be deemed to have satisfied this clause (i)), or (ii) the
Company fails to file with the SEC a request for acceleration in accordance with
Rule 461 promulgated under the Securities Act, within five Trading Days of the
date that the Company is notified (orally or in writing, whichever is earlier)
by the SEC that a Registration Statement will not be “reviewed,” or not subject
to further review, or (iii) a Registration Statement filed or required to be
filed hereunder is not declared effective by the SEC by its Effectiveness
Deadline, or (iv) after the effectiveness, a Registration Statement ceases for
any reason to remain continuously effective as to all Registrable Securities for
which it is required to be effective, or the Holders are otherwise not permitted
to utilize the Prospectus therein to resell such Registrable Securities for more
than 30 consecutive calendar days or more than an aggregate of 40 calendar days
during any 12-month period (which need not be consecutive calendar days) (any
such failure or breach being referred to as an “Event”), then in addition
to any other rights the holders of the Convertible Debentures may have hereunder
or under applicable law, on each monthly anniversary of each such Event date (if
the applicable Event shall not have been cured by such date) until the
applicable Event is cured, the Company shall pay to each holder of Convertible
Debentures an amount in cash, as partial liquidated damages (“Liquidated
Damages”) and not as a penalty, equal to 2.0% of the aggregate purchase
price paid by such holder pursuant to the Securities Purchase Agreement for any
Convertible Debentures then held by such holder. The parties agree that (1) the
Company shall not be liable for Liquidated Damages under this Agreement with
respect to any Warrants or Warrant Shares and (2) the maximum aggregate
Liquidated Damages payable to a holder of Convertible Debentures under this
Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price
paid by such holder pursuant to the Securities Purchase Agreement. The partial
Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata
basis for any portion of a month prior to the cure of an Event. 

                              (c)      Liquidated
Damages. The Company and the Buyer hereto acknowledge and agree that the
sums payable under subsection 2(b) above shall constitute liquidated damages





and not penalties and are in addition to all other rights of
the Buyer, including the right to call a default. The parties further
acknowledge that (i) the amount of loss or damages likely to be incurred is
incapable or is difficult to precisely estimate, (ii) the amounts specified in
such subsections bear a reasonable relationship to, and are not plainly or
grossly disproportionate to, the probable loss likely to be incurred in
connection with any failure by the Company to obtain or maintain the
effectiveness of a Registration Statement, (iii) one of the reasons for the
Company and the Buyer reaching an agreement as to such amounts was the
uncertainty and cost of litigation regarding the question of actual damages, and
(iv) the Company and the Buyer are sophisticated business parties and have been
represented by sophisticated and able legal counsel and negotiated this
Agreement at arm’s length.

               3.      RELATED
OBLIGATIONS. 

                              (a)     
The Company shall, not less than three (3) Trading Days prior to the filing of
each Registration Statement and not less than one (1) Trading Day prior to the
filing of any related amendments and supplements to all Registration Statements
(except for annual reports on Form 10-K or Form 10-KSB), furnish to each Buyer
copies of all such documents proposed to be filed, which documents (other than
those incorporated or deemed to be incorporated by reference) will be subject to
the reasonable and prompt review of such Buyers, The Company shall not file a
Registration Statement or any such Prospectus or any amendments or supplements
thereto to which the Buyers shall reasonably object in good faith;
provided that, the Company is notified of such objection in writing no
later than two (2) Trading Days after the Buyers have been so furnished copies
of a Registration Statement. 

                              (b)      The
Company shall (i) prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the
Prospectus used in connection with such Registration Statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may
be necessary to keep such Registration Statement effective at all times during
the Registration Period, and prepare and file with the SEC such additional
Registration Statements in order to register for resale under the Securities Act
all of the Registrable Securities; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement (subject to the
terms of this Agreement), and as so supplemented or amended to be filed pursuant
to Rule 424; (iii) respond as promptly as reasonably possible to any comments
received from the SEC with respect to a Registration Statement or any amendment
thereto and as promptly as reasonably possible provide the Buyers true and
complete copies of all correspondence from and to the SEC relating to a
Registration Statement (provided that the Company may excise any information
contained therein which would constitute material non-public information as to
any Buyer which has not executed a confidentiality agreement with the Company);
and (iv) comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities of the Company covered by such
Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof as set forth in such Registration
Statement. In the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to
this Section 3(b)) by reason of the Company’s filing a report on Form 10-KSB,
Form 10-QSB or Form 8-K or any analogous report under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), the Company shall
incorporate such 




report by reference into the Registration Statement, if
applicable, or shall file such amendments or supplements with the SEC on the
same day on which the Exchange Act report is filed which created the requirement
for the Company to amend or supplement the Registration Statement.

                              (c)      Reduction
of Registrable Securities Included in a Registration Statement.
Notwithstanding anything contained herein, in the event that the SEC requires
the Company to reduce the number of Registrable Securities to be included in a
Registration Statement in order to allow the Company to rely on Rule 415 with
respect to a Registration Statement, then the Company shall be obligated to
include in such Registration Statement (which may be a subsequent Registration
Statement if the Company needs to withdraw the initial Registration Statement
and refile a new Registration Statement in order to rely on Rule 415) only such
limited portion of the Registrable Securities as the SEC shall permit. Any
Registrable Securities that are excluded in accordance with the foregoing terms
are hereinafter referred to as “Cut Back Securities.” To the
extent Cut Back Securities exist, as soon as may be permitted by the SEC, the
Company shall be required to file a Registration Statement covering the resale
of the Cut Back Securities and shall use best efforts to cause such Registration
Statement to be declared effective as promptly as practicable thereafter.

                              (d)      The
Company shall furnish to each Buyer whose Registrable Securities are included in
any Registration Statement, without charge upon request, (i) at least one (1)
copy of such Registration Statement as declared effective by the SEC and any
amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference, all exhibits and each preliminary
prospectus, (ii) ten (10) copies of the final prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number of copies as such Buyer may reasonably request) and (iii) such other
documents as such Buyer may reasonably request from time to time in order to
facilitate the disposition of the Registrable Securities owned by such Buyer.


                              (e)      As
promptly as practicable after becoming aware of such event or development, the
Company shall notify each Buyer in writing of the happening of any event as a
result of which the Prospectus included in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading (provided that in no event shall such notice contain any material,
nonpublic information), and promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission, and deliver
ten (10) copies of such supplement or amendment to each Buyer. The Company shall
also promptly notify each Buyer in writing (i) when a Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and when a
Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to each Buyer by
facsimile on the same day of such effectiveness), (ii) of any request by the SEC
for amendments or supplements to a Registration Statement or related prospectus
or related information, and (iii) of the Company’s reasonable determination that
a post-effective amendment to a Registration Statement would be appropriate.


                              (f)      The
Company shall use its best efforts to prevent the issuance of any stop order or
other suspension of effectiveness of a Registration Statement, or the suspension
of the 




qualification of any of the Registrable Securities for sale in
any jurisdiction within the United States of America and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at
the earliest possible moment and to notify each Buyer who holds Registrable
Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose. 

                              (g)      If,
after the execution of this Agreement, a Buyer believes, after consultation with
its legal counsel, that it could reasonably be deemed to be an underwriter of
Registrable Securities, at the request of any Buyer, the Company shall furnish
to such Buyer, on the date of the effectiveness of the Registration Statement
and thereafter from time to time on such dates as a Buyer may reasonably request
(i) a letter, dated such date, from the Company’s independent certified public
accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
and (ii) an opinion, dated as of such date, of counsel representing the Company
for purposes of such Registration Statement, in form, scope and substance as is
customarily given in an underwritten public offering, addressed to the Buyers.


                              (h)      If,
after the execution of this Agreement, a Buyer believes, after consultation with
its legal counsel, that it could reasonably be deemed to be an underwriter of
Registrable Securities, at the request of any Buyer, the Company shall make
available for inspection by (i) any Buyer and (ii) one (1) firm of accountants
or other agents retained by the Buyers (collectively, the “Inspectors”)
all pertinent financial and other records, and pertinent corporate documents and
properties of the Company (collectively, the “Records”), as shall be
reasonably deemed necessary by each Inspector, and cause the Company’s officers,
directors and employees to supply all information which any Inspector may
reasonably request; provided, however, that each Inspector shall agree, and each
Buyer hereby agrees, to hold in strict confidence and shall not make any
disclosure (except to a Buyer) or use any Record or other information which the
Company determines in good faith to be confidential, and of which determination
the Inspectors are so notified, unless (a) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in any Registration
Statement or is otherwise required under the Securities Act, (b) the release of
such Records is ordered pursuant to a final, non-appealable subpoena or order
from a court or government body of competent jurisdiction, or (c) the
information in such Records has been made generally available to the public
other than by disclosure in violation of this or any other agreement of which
the Inspector and the Buyer has knowledge. Each Buyer agrees that it shall, upon
learning that disclosure of such Records is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
notice to the Company and allow the Company, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, the Records deemed confidential. 

                              (i)      The
Company shall hold in confidence and not make any disclosure of information
concerning a Buyer provided to the Company unless (i) disclosure of such
information is necessary to comply with federal or state securities laws, (ii)
the disclosure of such information is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the
public other than by disclosure in violation 




of this Agreement or any other agreement. The Company agrees
that it shall, upon learning that disclosure of such information concerning a
Buyer is sought in or by a court or governmental body of competent jurisdiction
or through other means, give prompt written notice to such Buyer and allow such
Buyer, at the Buyer’s expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, such information. 

                              (j)     
The Company shall use its best efforts either to cause all the Registrable
Securities covered by a Registration Statement (i) to be listed on each
securities exchange on which securities of the same class or series issued by
the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange or (ii) the
inclusion for quotation on the National Association of Securities Dealers, Inc.
OTC Bulletin Board for such Registrable Securities. The Company shall pay all
fees and expenses in connection with satisfying its obligation under this
Section 3(j). 

                              (k)      The
Company shall cooperate with each Buyer who holds Registrable Securities being
offered and, to the extent applicable, to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities to be offered pursuant to a Registration Statement and
enable such certificates to be in such denominations or amounts, as the case may
be, as the Buyers may reasonably request and registered in such names as the
Buyers may request. 

                              (l)      The
Company shall use its best efforts to cause the Registrable Securities covered
by the applicable Registration Statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to
consummate the disposition of such Registrable Securities. 

                              (m)     
The Company shall make generally available to its security holders as soon as
practical, but not later than ninety (90) days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions of
Rule 158 under the Securities Act) covering a twelve (12) month period beginning
not later than the first day of the Company’s fiscal quarter next following the
effective date of the Registration Statement. 

                              (n)      The
Company shall otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC in connection with any registration hereunder. 

                              (o)      Within
two (2) business days after a Registration Statement which covers Registrable
Securities is declared effective by the SEC, the Company shall deliver, and
shall cause legal counsel for the Company to deliver, to the transfer agent for
such Registrable Securities (with copies to the Buyer whose Registrable
Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit C. 

                              (p)     
The Company shall take all other reasonable actions necessary to expedite and
facilitate disposition by each Buyer of Registrable Securities pursuant to a
Registration Statement. 

               4.      OBLIGATIONS
OF THE BUYERS. 




                              (a)      Each
Buyer agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 3(f) such Buyer will immediately
discontinue disposition of Registrable Securities pursuant to any Registration
Statement covering such Registrable Securities until such Buyer’s receipt of the
copies of the supplemented or amended prospectus contemplated by Section 3(f) or
receipt of notice that no supplement or amendment is required. Notwithstanding
anything to the contrary, the Company shall cause its transfer agent to deliver
unlegended certificates for shares of Common Stock to a transferee of a Buyer in
accordance with the terms of the Securities Purchase Agreement in connection
with any sale of Registrable Securities with respect to which a Buyer has
entered into a contract for sale prior to the Buyer’s receipt of a notice from
the Company of the happening of any event of the kind described in Section 3(f)
and for which the Buyer has not yet settled. 

                              (b)      Each
Buyer covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it or an exemption therefrom
in connection with sales of Registrable Securities pursuant to the Registration
Statement. 

               5.      EXPENSES
OF REGISTRATION. 

          All
expenses incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration,
listing and qualifications fees, printers, legal and accounting fees shall be
paid by the Company.

               6.     
INDEMNIFICATION. 

          With
respect to Registrable Securities which are included in a Registration Statement
under this Agreement: 

                              (a)      To
the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend each Buyer, the directors, officers,
partners, employees, agents, representatives of, and each Person, if any, who
controls any Buyer within the meaning of the Securities Act or the Exchange Act
(each, an “Indemnified Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’
fees, amounts paid in settlement or expenses, joint or several (collectively,
“Claims”) incurred in investigating, preparing or defending any action,
claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing by or before any court or governmental, administrative or other
regulatory agency, body or the SEC, whether pending or threatened, whether or
not an indemnified party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims
(or actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of
the offering under the securities or other “blue sky” laws of any jurisdiction
in which Registrable Securities are offered (“Blue Sky Filing”), or the
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; (ii) any
untrue statement or alleged untrue statement of a material fact contained in any
final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to 




make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading; or (iii) any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any other law, including, without limitation, any state securities
law, or any rule or regulation there under relating to the offer or sale of the
Registrable Securities pursuant to a Registration Statement (the matters in the
foregoing clauses (i) through (iii) being, collectively, “Violations”).
The Company shall reimburse the Buyers and each such controlling person promptly
as such expenses are incurred and are due and payable, for any legal fees or
disbursements or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 6(a): (x) shall not apply to a Claim by an Indemnified Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to the Company by such Indemnified Person
expressly for use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto; (y) shall not be
available to the extent such Claim is based on a failure of the Buyer to deliver
or to cause to be delivered the prospectus made available by the Company, if
such prospectus was timely made available by the Company pursuant to Section
3(c); and (z) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the transfer of the Registrable Securities
by the Buyers pursuant to Section 9 hereof. 

                              (b)     
In connection with a Registration Statement, each Buyer agrees to severally and
not jointly indemnify, hold harmless and defend, to the same extent and in the
same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers, employees, representatives, or agents and each Person, if
any, who controls the Company within the meaning of the Securities Act or the
Exchange Act (each an “Indemnified Party”), against any Claim or
Indemnified Damages to which any of them may become subject, under the
Securities Act, the Exchange Act or otherwise, insofar as such Claim or
Indemnified Damages arise out of or is based upon any Violation, in each case to
the extent, and only to the extent, that such Violation occurs in reliance upon
and in conformity with written information furnished to the Company by such
Buyer expressly for use in connection with such Registration Statement; and,
subject to Section 6(d), such Buyer will reimburse any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such Claim; provided, however, that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in Section
7 shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of such Buyer, which consent shall
not be unreasonably withheld; provided, further, however, that the Buyer shall
be liable under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to such Buyer as a result of the
sale of Registrable Securities pursuant to such Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of
the Registrable Securities by the Buyers pursuant to Section 9. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(b) with respect to any prospectus shall not inure to
the benefit of any Indemnified Party if the untrue statement or omission of
material fact contained in the prospectus 




was corrected and such new prospectus was delivered to each
Buyer prior to such Buyer’s use of the prospectus to which the Claim relates.


                              (c)      Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and expenses of not
more than one (1) counsel for such Indemnified Person or Indemnified Party to be
paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding. The Indemnified Party or Indemnified Person shall
cooperate fully with the indemnifying party in connection with any negotiation
or defense of any such action or claim by the indemnifying party and shall
furnish to the indemnifying party all information reasonably available to the
Indemnified Party or Indemnified Person which relates to such action or claim.
The indemnifying party shall keep the Indemnified Party or Indemnified Person
fully apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. No indemnifying party shall be liable for any
settlement of any action, claim or proceeding effected without its prior written
consent; provided, however, that the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without
the prior written consent of the Indemnified Party or Indemnified Person,
consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party or Indemnified Person of a
release from all liability in respect to such claim or litigation. Following
indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to the matter for
which indemnification has been made. The failure to deliver written notice to
the indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action. 

                              (d)      The
indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and
when bills are received or Indemnified Damages are incurred. 

                              (e)      The
indemnity agreements contained herein shall be in addition to (i) any cause of
action or similar right of the Indemnified Party or Indemnified Person against
the 




indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law. 

               7.      CONTRIBUTION.


          To
the extent any indemnification by an indemnifying party is prohibited or limited
by law, the indemnifying party agrees to make the maximum contribution with
respect to any amounts for which it would otherwise be liable under Section 6 to
the fullest extent permitted by law; provided, however, that: (i) no seller of
Registrable Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received by
such seller from the sale of such Registrable Securities. 

               8.      REPORTS
UNDER THE EXCHANGE ACT. 

          With a
view to making available to the Buyers the benefits of Rule 144 promulgated
under the Securities Act or any similar rule or regulation of the SEC that may
at any time permit the Buyers to sell securities of the Company to the public
without registration (“Rule 144”) the Company agrees to: 

                              (a)      make
and keep public information available, as those terms are understood and defined
in Rule 144; 

                              (b)      file
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act so long as the Company
remains subject to such requirements (it being understood that nothing herein
shall limit the Company’s obligations under Section 4(c) of the Securities
Purchase Agreement) and the filing of such reports and other documents as are
required by the applicable provisions of Rule 144; and 

                              (c)      furnish
to each Buyer so long as such Buyer owns Registrable Securities, promptly upon
request, (i) a written statement by the Company that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act,
(ii) a copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested to permit the Buyers to sell such
securities pursuant to Rule 144 without registration. 

               9.      AMENDMENT
OF REGISTRATION RIGHTS. 

          Provisions
of this Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and Buyers who then
hold at least two-thirds (2/3) of the Registrable Securities. Any amendment or
waiver effected in accordance with this Section 9 shall be binding upon each
Buyer and the Company. No such amendment shall be effective to the extent that
it applies to fewer than all of the holders of the Registrable Securities. No
consideration shall be offered or paid to any Person to amend or consent to a
waiver or 




modification of any provision of any of this Agreement unless
the same consideration also is offered to all of the parties to this Agreement.


               10.      MISCELLANEOUS.


                              (a)      A
Person is deemed to be a holder of Registrable Securities whenever such Person
owns or is deemed to own of record such Registrable Securities or owns the right
to receive the Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two (2) or more Persons with respect to
the same Registrable Securities, the Company shall act upon the basis of
instructions, notice or election received from the registered owner of such
Registrable Securities. 

                              (b)     
No Piggyback on Registrations. Except as set forth on Schedule
10(b) attached hereto, neither the Company nor any of its security holders
(other than the Buyers in such capacity pursuant hereto) may include securities
of the Company in the initial Registration Statement other than the Registrable
Securities. The Company shall not file any other registration statements until
the initial Registration Statement required hereunder is declared effective by
the SEC, provided that this Section 10(b) shall not prohibit the Company from
filing amendments to registration statements already filed. 

                              (c)      Piggy-Back
Registrations. If at any time during the Registration Period there is not an
effective Registration Statement covering all of the Registrable Securities and
the Company shall determine to prepare and file with the SEC a registration
statement relating to an offering for its own account or the account of others
under the Securities Act of any of its equity securities, other than on Form S-4
or Form S-8 (each as promulgated under the Securities Act) or their then
equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in
connection with the stock option or other employee benefit plans, then the
Company shall send to each Buyer a written notice of such determination and, if
within fifteen (15) days after the date of such notice, any such Buyer shall so
request in writing, the Company shall include in such registration statement all
or any part of such Registrable Securities such Buyer requests to be registered;
provided, however, that, the Company shall not be required to
register any Registrable Securities pursuant to this Section 10(c) that are
eligible for resale pursuant to Rule 144(k) promulgated under the Securities Act
or that are the subject of a then effective Registration Statement. 

                              (d)      Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one (1) business day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications
shall be: 





	If to the Company, to: 	Migdal Aviv 
	  	7 Abba Hilel Street 
	  	Ramat Gan, 52520 
	  	Israel 
	  	Telephone:      011 972 3
      5913952 
	  	Facsimile:         011
      +972 9 955 0454 
	  	 
	With Copy to: 	Bernard Pinsky 
	  	800 – 885 West Georgia Street 
	  	Vancouver, BC Canada 
	  	V6M 3R9 
	  	Tel:                    604.687.5700
    
	  	Fax:                    604.687.6314
    


If to an Buyer, to its address and facsimile number on the
Schedule of Buyers attached hereto, with copies to such Buyer’s representatives
as set forth on the Schedule of Buyers or to such other address and/or facsimile
number and/or to the attention of such other person as the recipient party has
specified by written notice given to each other party five (5) days prior to the
effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender’s facsimile machine
containing the time, date, recipient facsimile number and an image of the first
page of such transmission or (C) provided by a courier or overnight courier
service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively. 

                              (e)      Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof. 

                              (f)      The
laws of the State of New Jersey shall govern all issues concerning the relative
rights of the Company and the Buyers as its stockholders. All other questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New Jersey,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New Jersey or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of New
Jersey. Each party hereby irrevocably submits to the non-exclusive jurisdiction
of the Superior Courts of the State of New Jersey, sitting in Hudson County, New
Jersey and federal courts for the District of New Jersey sitting Newark, New
Jersey, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is improper. Each party
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof.




Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. If any provision of
this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY. 

                              (g)     
This Agreement shall inure to the benefit of and be binding upon the permitted
successors and assigns of each of the parties hereto. 

                              (h)      The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof. 

                              (i)      This
Agreement may be executed in identical counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same agreement.
This Agreement, once executed by a party, may be delivered to the other party
hereto by facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement. 

                              (j)      Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby. 

                              (k)     
The language used in this Agreement will be deemed to be the language chosen by
the parties to express their mutual intent and no rules of strict construction
will be applied against any party. 

                              (l)      This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 




          IN
WITNESS WHEREOF, each Buyer and the Company have caused their signature page
to this Registration Rights Agreement to be duly executed as of the date first
above written. 

COMPANY: 
GLOBAL ENERGY,
INC. 

By: /s/ Asi Shalgi 
Name:
Asi Shalgi 
Title: CEO 




          IN
WITNESS WHEREOF, each Buyer and the Company have caused their signature page
to this Registration Rights Agreement to be duly executed as of the date first
above written. 

BUYER: 
CORNELL CAPITAL
PARTNERS, L.P. 

By: Yorkville Advisors, LLC 
Its:
Investment Manager 

By: /s/ Mark Angel 
Name:
Mark Angelo 
Title: Portfolio Manager 




SCHEDULE I 

SCHEDULE OF BUYERS


  	  	 	Address/Facsimile 	 	Address/Facsimile 
	  	 	Number of Buyer 	 	Number of Buyer’s 
	Buyer 	 	 	 	Representative
      
	  	 	 	 	 
	  	 	 	 	 
	Cornell Capital Partners, L.P. 	 	101 Hudson Street – Suite 3700 	 	101 Hudson Street – Suite 3700 
	  	 	Jersey City, NJ 07303 	 	Jersey City, NJ 07303 
	  	 	Facsimile:          
        (201) 985-8266 	 	Facsimile:          
        (201) 985-8266 
	  	 	 	 	Attention: David Gonzalez, Esq. 







EXHIBIT A 

SELLING STOCKHOLDERS

 

AND PLAN OF DISTRIBUTION 

Selling Stockholders 

          The
shares of Common Stock being offered by the selling stockholders are issuable
upon conversion of the convertible debentures and upon exercise of the warrants.
For additional information regarding the issuance of those convertible notes and
warrants, see “Private Placement of Convertible Debentures and Warrants” above.
We are registering the shares of Common Stock in order to permit the selling
stockholders to offer the shares for resale from time to time. Except as
otherwise notes and except for the ownership of the convertible Debentures and
the warrants issued pursuant to the Securities Purchase Agreement, the selling
stockholders have not had any material relationship with us within the past
three years. 

          The
table below lists the selling stockholders and other information regarding the
beneficial ownership of the shares of Common Stock by each of the selling
stockholders. The second column lists the number of shares of Common Stock
beneficially owned by each selling stockholder, based on its ownership of the
convertible debentures and warrants, as of ________, 200_, assuming conversion
of all convertible debentures and exercise of the warrants held by the selling
stockholders on that date, without regard to any limitations on conversions or
exercise. 

          The
third column lists the shares of Common Stock being offered by this prospectus
by the selling stockholders. 

          In
accordance with the terms of a registration rights agreement with the selling
stockholders, this prospectus generally covers the resale of at least (i) _____
Conversion Shares issued and issuable pursuant to the convertible debentures,
and (ii) ______ warrant shares issued and issuable pursuant to the warrants as
of the trading day immediately preceding the date the registration statement is
initially filed with the SEC. Because the conversion price of the
convertible debentures and the exercise price of the warrants may be adjusted,
the number of shares that will actually be issued may be more or less than the
number of shares being offered by this prospectus. The fourth column assumes the
sale of all of the shares offered by the selling stockholders pursuant to this
prospectus. 

          Under
the terms of the convertible debentures and the warrants, a selling stockholder
may not convert the convertible debentures or exercise the warrants to the
extent such conversion or exercise would cause such selling stockholder,
together with its affiliates, to beneficially own a number of shares of Common
Stock which would exceed 4.99% of our then outstanding shares of Common Stock
following such conversion or exercise, excluding for purposes of such
determination shares of Common Stock issuable upon conversion of the convertible
debentures which have not been converted and upon exercise of the warrants which
have not been exercised. The number of shares in the second column does not
reflect this limitation. The selling 









stockholders may sell all, some or none of their shares in this offering.  See "Plan of Distribution." 







	  	  	Maximum Number of Shares 	  
	  	Number of Shares Owned 	to be Sold Pursuant to this 	Number of Shares Owned 
	Name of Selling Stockholder 	Prior to Offering 	Prospectus 	After Offering 
	  	  	  	  
	  	  	  	  
	Cornell Capital Partners, L.P. (1)
    	  	  	  


          (1)      Cornell
Capital Partners, L.P. is a Cayman Island exempt limited partnership. Cornell is
managed by Yorkville Advisors, LLC. Investment decisions for Yorkville Advisors
are made by Mark Angelo, its portfolio manager. 




Plan of Distribution 

          Each
Selling Stockholder (the “Selling Stockholders”) of the common stock and
any of their pledgees, assignees and successors-in-interest may, from time to
time, sell any or all of their shares of common stock on the __________ or any
other stock exchange, market or trading facility on which the shares are traded
or in private transactions. These sales may be at fixed or negotiated prices. A
Selling Stockholder may use any one or more of the following methods when
selling shares: 

	
  ordinary brokerage transactions and transactions in which the broker-dealer
  solicits purchasers; 

  
	
  block trades in which the broker-dealer will attempt to sell the shares as
  agent but may position and resell a portion of the block as principal to
  facilitate the transaction; 

  
	
  purchases by a broker-dealer as principal and resale by the broker-dealer
  for its account; 

  
	
  an exchange distribution in accordance with the rules of the applicable
  exchange; 

  
	
  privately negotiated transactions; 

  
	
  broker-dealers may agree with the Selling Stockholders to sell a specified
  number of such shares at a stipulated price per share; 

  
	
  through the writing or settlement of options or other hedging transactions,
  whether through an options exchange or otherwise; 

  
	
  a combination of any such methods of sale; or 

  
	
  any other method permitted pursuant to applicable law. 



          The
Selling Stockholders may also sell shares under Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”), if available, rather than
under this prospectus. 

          Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the Selling Stockholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated, but,
except as set forth in a supplement to this Prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in compliance with
NASDR Rule 2440; and in the case of a principal transaction a markup or markdown
in compliance with NASDR IM-2440.

          In
connection with the sale of the common stock or interests therein, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the Common
Stock in the course of hedging the positions they assume. The Selling
Stockholders may also enter into option or other 




transactions with broker-dealers or other financial
institutions or the creation of one or more derivative securities which require
the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction). 

          The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Each Selling Stockholder has informed the
Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the Common Stock. In no
event shall any broker-dealer receive fees, commissions and markups which, in
the aggregate, would exceed eight percent (8%). 

          The
Company is required to pay certain fees and expenses incurred by the Company
incident to the registration of the shares. The Company has agreed to indemnify
the Selling Stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.

          Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of
the Securities Act, they will be subject to the prospectus delivery requirements
of the Securities Act including Rule 172 thereunder. In addition, any securities
covered by this prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than under this prospectus.
There is no underwriter or coordinating broker acting in connection with the
proposed sale of the resale shares by the Selling Stockholders. 

          We
agreed to keep this prospectus effective until the earlier of (i) the date on
which the shares may be resold by the Selling Stockholders without registration
and without regard to any volume limitations by reason of Rule 144(k) under the
Securities Act or any other rule of similar effect or (ii) all of the shares
have been sold pursuant to this prospectus or Rule 144 under the Securities Act
or any other rule of similar effect. The resale shares will be sold only through
registered or licensed brokers or dealers if required under applicable state
securities laws. In addition, in certain states, the resale shares may not be
sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with. 

          Under
applicable rules and regulations under the Exchange Act, any person engaged in
the distribution of the resale shares may not simultaneously engage in market
making activities with respect to the common stock for the applicable restricted
period, as defined in Regulation M, prior to the commencement of the
distribution. In addition, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of purchases and
sales of shares of the common stock by the Selling Stockholders or any other
person. We will make copies of this prospectus available to the Selling
Stockholders and have informed them of the need to deliver a 









copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). 






EXHIBIT B 

OTHER DISCLOSURES

 

See attachment provided separately.




EXHIBIT C 

FORM OF NOTICE OF EFFECTIVENESS 
OF REGISTRATION
STATEMENT 

Attention: 

          Re:      GLOBAL
  ENERGY, INC.

Ladies and Gentlemen: 

          We
are counsel to Global Energy, Inc., a Nevada corporation (the “Company”),
and have represented the Company in connection with that certain Securities
Purchase Agreement (the “Securities Purchase Agreement”) entered into by
and among the Company and the Buyers named therein (collectively, the
“Buyers”) pursuant to which the Company issued to the Buyers shares of
its Common Stock, par value $0.001 per share (the “Common Stock”).
Pursuant to the Purchase Agreement, the Company also has entered into a
Registration Rights Agreement with the Buyers (the “Registration Rights
Agreement”) pursuant to which the Company agreed, among other things, to
register the Registrable Securities (as defined in the Registration Rights
Agreement) under the Securities Act of 1933, as amended (the “Securities
Act”). In connection with the Company’s obligations under the Registration
Rights Agreement, on ____________ ____, the Company filed a Registration
Statement on Form ________ (File No. 333-_____________) (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the Registrable Securities which names each of the Buyers as a
selling stockholder there under. 

          In
connection with the foregoing, we advise you that a member of the SEC’s staff
has advised us by telephone that the SEC has entered an order declaring the
Registration Statement effective under the Securities Act at [ENTER TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no
knowledge, after telephonic inquiry of a member of the SEC’s staff, that any
stop order suspending its effectiveness has been issued or that any proceedings
for that purpose are pending before, or threatened by, the SEC and the
Registrable Securities are available for resale under the Securities Act
pursuant to the Registration Statement. 

Very truly yours, 

[Law Firm] 

By:
_______________________________________________

cc:      [LIST NAMES OF BUYERS]