8-K










Exhibit 10.1  




Joint Venture Agreement 



This Joint Venture Agreement
(“Agreement”) is entered into this 12 day of November, 2008 by and between
Global Energy, Inc., a Nevada corporation, having an address at 7 Jabotinski Street,
38th floor, P.O. Box 141, Ramat Gan 52520, Israel (“Global”), S.C.
Supercom S.A., a Romanian company, having an address at “Elisabeta”, Str.
Gherghitei, nr 23c, Sector 2, Bucharest, Romania (“SC”) and S.C. Target Group
S.R.L., a Romanian company, having an address at Calea Floreasca nr. 91-11,bl. F1, sc. 4,
ap. 34, Sector 1, Bucharest, Romania (“TG”). 



Whereas, the parties are
interested in creating a joint venture company for the purpose of manufacturing diesel
fuel from municipal solid waste in Romania; 



NOW THEREFORE, in consideration of
the mutual promises and undertakings of the parties, it is hereby agreed as follows: 



	1.  	Incorporation
of NewCo  






	 	1.1 	Global
and SC intend to incorporate an agreed upon legal entity in Romania (“NewCo”).
The parties hereto intend to incorporate NewCo within sixty (60) days of the date of this
Agreement. 






	 	1.2 	All
incorporation and other documents related to the creation of NewCo, including, but not
limited to, the memorandum of association and the articles of association (the “Incorporation
Documents”), shall be mutually agreed upon between Global and SC. 






	 	1.3 	NewCo
shall be incorporated under the name "Super Energy S.A." or any other name agreed upon by
the parties.






	2.  	Purposes
and Business of NewCo  






	 	2.1 	NewCo
shall engage in the business of converting municipal solid waste (“MSW”) into
diesel fuel in Romania using certain KDV500 systems (“Systems”) and related
technologies (the “Technology”) developed by Dr. Koch. 






	 	2.2 	NewCo
shall operate in accordance with a Business Plan and Budget to be mutually agreed upon
between Global and SC. 






	 	2.3 	The
NewCo will have its own bank accounts.






	3.  	Initial
Share Capital and Future Investors  






	 	3.1 	The
initial share capital of NewCo shall be as follows: Global 51% and SC 49%.






	 	
Global
and SC will contribute upon the incorporation of NewCo 5% and 5% of their share capital,
respectively, to TG so that the share capital of NewCo shall be Global 46%, SC 44% and TG
10%.  






	 	3.2 	Global
and SC may agree to bring in additional third party investors to NewCo and/or to take
NewCo public and all existing shareholders of NewCo will be diluted accordingly. 














	4.  	Management
of NewCo  






	 	4.1 	The
powers, responsibilities, and procedures with respect to the shareholders, the Board of
Directors and officers of NewCo shall be as specified in NewCo’s Incorporation
Documents which shall be mutually agreed upon between Global and SC. 






	 	4.2 	NewCo
shall be run by an experienced and professional management team which shall be mutually
agreed upon between Global and SC. The CEO of NewCo shall be mutually agreed upon between
Global and SC. The CFO will be appointed by Global. 






	 	4.3 	Initially,
the Board of Directors of NewCo shall be comprised of 4 (four) board members. Global
shall be entitled to appoint 2 board members, and SC shall be entitled to appoint 2 board
member. Each party may appoint, remove and/or replace its respective directors by serving
notice of such action. The initial Chairman of the Board of Directors shall be mutually
agreed upon between Global and SC. 






	5.  	Limitation
on Transfer of NewCo’s Shares by the Parties






	 	
The
following limitations shall apply to the transfer of the holdings of the parties in
NewCo.  






	 	
Transfer
Restrictions  






	 	1. 	No
party shall sell, assign, transfer, pledge, hypothecate, mortgage or
                    dispose of, by gift or otherwise, or in any way encumber (any of the
above,                     “Transfer”), all or any part of the shares owned
by it (or                     securities convertible or exercisable therefor), other
than in compliance with                     the terms herein or other than to a Permitted
Transferee. For the purposes                     hereof, “Permitted Transferee” shall
mean an entity which is wholly                     owned or controlled by the party. A
Transfer to a Permitted Transferee is only                     permitted if (i) each
such transferee agrees in writing on a form                     prescribed by NewCo to be
bound by all of the provisions herein and (ii) any                     Transfer in
interests to a Permitted Transferee shall be subject to all the
                    transfer restrictions herein as if interests to such Permitted
Transferee were                     shares in NewCo. 






	 	2. 	In
no event may either party Transfer any of their shares to any person, entity,
                    business or venture that competes with the business of NewCo. 






	 	3. 	Notwithstanding
the foregoing, (i) during the first twelve months following
                    incorporation of NewCo, neither party may Transfer any of its shares
and (ii)                     from the first anniversary of incorporation of NewCo until
the second                     anniversary of incorporation of NewCo, neither party may
Transfer any of its                     shares to any third party prior to receiving the
written consent of the other                     party 






	 	
Right
of First Offer (the “Right”)  






	 	1. 	If
at any time either party (the “Offeror”) wishes                     to Transfer any
or all of the shares owned by it to a third party (the                     “Offered
Shares”), then prior to soliciting an offer from, or making                     any
such offer to, a third party, the Offeror shall first submit a written offer
                    containing all material terms to the other party (the “Offer”)
in                     respect of the Offered Shares. 






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	 	2. 	Within
sixty (60) days after receipt of the Offer, the other party shall have
                    the right to give notice to the Offeror of its intent to
purchase all (but                     not less than all) of the Offered Shares on the
same terms and conditions as set                     forth in the Offer. Once
delivered, such notice, taken in conjunction with                     the Offer, shall be
deemed to constitute a valid, legally binding and                     enforceable
agreement for the sale and purchase of such Offered Shares to the
                    other party, and the sale of the Offered Shares to the other
party shall                     occur within sixty (60) days of receipt of the Offeror’s
written notice. 






	 	3. 	Should
written notice not be received by the Offeror within the sixty(60)day
                    time period referenced above, or if the other party shall give notice
of its                     election not to acquire such Offered Shares, then the Offer
will be deemed to                     have lapsed, and the Offeror may, for a period of
up to ninety (90) days                     thereafter, offer the Offered Shares to a bona
fide third party on terms and                     conditions, including price, not more
favorable to the proposed buyer than those                     contained in the Offer to the
other party. 






	 	4. 	Any
shares not sold to a bona fide third party within the ninety (90)
                    period referred to above shall again be subject to the
requirements                     of this Right of First Offer. 






	 	5. 	In
the event that shares are sold in pursuant to this section, said
                    shares shall continue to be subject to the other restrictions on
the                     transfer of shares imposed herein, and the purchaser of
said shares                     shall agree in writing to abide by such provisions. 






	 	
Tag
Along  






	 	1. 	In
the event that either party (the “Initiating Party”) wishes to
                    Transfer any shares of NewCo held by it to a third party, the
Initiating Party                     shall notify the other party in writing, and the
other Party shall have the                     right to require, as a condition to such
Transfer, that the proposed transferee                     purchase from it upon the same
terms, that number of shares which constitutes                     the same portion of
the total number of shares held by it as the number of                     shares
proposed to be sold by the Initiating Party (the “Co-Sale                     Shares”). 






	 	2. 	The
other party shall have the option, exercisable by written notice to the
                    Offeror, within thirty (30) days after receipt of the notice from the
Offeror,                     to require participation in the sale as referenced above. 






	 	3. 	In
the event that the other party exercises its tag along rights hereunder, the
                    Initiating Party must cause the proposed transferee to add such
shares to the                     shares to be purchased by the transferee, as part of
the sale agreement to such                     a degree that all of the Co-Sale Shares
are included. 






	6.  	Project
and Project Finance






	 	
Definition
of System: 






	 	
System
means the whole line of equipment for preparation / shredding of the M.S.W. and the
KDV500.  






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The
First System  






		6.1 	
SC will purchase and install the first System to process approximately one (1) ton of MSW
and produce 500 liters of diesel per hour no later than April 30, 2009 (the “First
System”). 






		6.2 	
Global through its affiliate AK – Global Energy GmbH will submit to SC a detailed
contract for the purchase of the First System which shall detail the price, payment terms,
timetable and manufacturer guaranties. 






		6.3 	
Global will guaranty the supply of the necessary catalizator in connection with the First
System for a period of at least ten (10) years. 






		6.4 	
AK Global Energy GmbH will guarantee together with the producer of the equipment the good
function of the installation to the established parameters, respectively processing MSW
and obtaining 500 liters of diesel per hour. 






	 	
Transfer
of the First System and Additional Projects  






		6.5 	
Once the economic feasibility of the First System has been demonstrated and thirty (30)
days after continuous operation and production of 75% efficiency, SC will transfer the
First System to NewCo at the same cost and terms which S.C. was granted respectively: If
SC obtained grants, SC will lease the system to NewCo, the lease fees will be equal with
the installments for the obtained credit by SC, and after a period of 5 years will
transfer the System to NewCo at the cost of the residual value. If SC did not obtain
grants S.C. will sell to NewCo the System. Global and SC will then develop a project with
a capacity to produce up to 1,000 tons of MSW per day provided SC can secure the MSW with
a contract with the relevant municipality for a period of at least ten (10) years. 






		6.6 	
Global and SC may agree a larger capacity if SC can secure the required amounts of MSW
from the relevant municipalities for periods of at least ten (10) years as provided for in
Section 8. 






	 	
Project
Finance  






		6.7 	
All projects will be mutually agreed upon between Global and SC and will be financed by
way of “project finance” pursuant to which SC will provide the 100% required
equity via a Special Purpose Vehicle (“SPV”) and will apply for loans, grants
and other institutional loans on a non-recourse basis as is possible. 






	 	6.8 	The
costs of the financing will be borne by NewCo.






	 	6.9 	NewCo
will reimburse S.C. for investments it made on behalf of NewCo at the same cost and terms
S.C. was granted.






	 	6.10 	Whenever
and wherever possible NewCo will apply solely for Loans grants etc.






	 	
Project
Operation  






	 	6.11 	Global
and SC will mutually agree upon the sub-contracting of project operations to third
parties (or to SC itself). If SC will serve as the sub-contractor to operate a specific
project, it will be on a competitive basis and SC will be entitled to a fee of ten (10)
percent above cost, as mutually agreed upon between Global and SC. 






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	7.  	Profit
Sharing in NewCo  






	 	
NewCo
shall distribute to its shareholders at least twenty-five percent (25%) of all annual net
profits of NewCo, after tax and after repayment of shareholder loans, in the form of
dividends or otherwise as the law permits.  






	8.  	Contribution
and Responsibilities of SC to NewCo and the Projects






	 	8.1 	SC
will be responsible for supplying the various projects with the required quantities of
rich hydrocarbon MSW for the Systems on terms to be mutually agreed upon between Global
and SC. 






	 	8.2 	Global
and SC may agree to receive raw MSW and to sort it by the relevant project companies. 






	 	8.3 	SC
will pay NewCo from the amount it saves, as may be from case to case “because it
doesn’t deposit the MSW in the landfill” a percent that will be mutually agreed
between Global and S.C., for each ton of MSW processed by the system and Technology. 






	 	         8.4 	SC
will also arrange in connection with the relevant project:






	 	                  8.4.1 	land
on which the Systems can be installed (lease fees  to be paid by                   NewCo) 






	 	                  8.4.2 	all
building and operation permits; 






	 	                  8.4.3 	all
necessary and required local assistance; 






	 	                  8.4.4 	all
environmental permits prior to commencement of the relevant project; 






	 	8.4.5. 	electricity
supply, if necessary; and  






	 	8.4.6 	sale
of the diesel fuel produced (agreements to be approved and signed by the CEO and CFO of
NewCo) 






	9.  	Confidentiality  






	 	9.1 	All
information exchanged between the parties in connection with this Agreement shall be
treated as strictly confidential and may not be disclosed in any manner to a third party
and may only be used for the purposes of the Agreement and the drafting of the
Incorporation Documents. Notwithstanding the aforesaid, the parties hereto may disclose
this Agreement and the relevant confidential information of the other party to its
affiliates, provided that such disclosure is necessary for the purposes of this Agreement
and provided such affiliates undertake the same confidentiality obligations as stated in
this Agreement. The aforementioned does not apply to information which is publicly known
or becomes publicly known without breach of this Agreement or which was already in the
possession of the receiving party, or which was received from a third party which
possessed it in good faith and is entitled to disclose it, or which is independently
developed by the receiving party as proven by its written records. 






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	 	9.2 	Each
party hereto shall be entitled, without the prior approval of the other party, to make
any press release or other regulatory filings with respect to the transactions covered by
this Agreement, as is required by applicable law and regulations. 






	10.  	Costs  






	 	
Each
party shall bear its own costs in connection with the execution of this Agreement, the
Incorporation Documents and the incorporation of NewCo.  






	112.  	Governing
Law; Jurisdiction. 






	 	11.1 	This
Agreement, its performance and interpretation shall be governed by the Romanian law
including all the international normative laws to which Romania adhered. 






	 	11.2 	The
Tribunals of Romania will rule any dispute or controversy arising out of or relating to
this Agreement. The parties have the right to appeal any decision of the Romanian
tribunals to the competent european tribunals. 






In witness whereof, each of
the undersigned has caused this Agreement to be executed by its duly authorized
representatives as of the date hereof. 



	/s/ Asi Shalgi
——————————————

Global Energy Inc.

 by: Asi Shalgi

 title: C.E.O  		/s/
——————————————

S.C. Supercom S.A.

 by: Ilie Ionel Ciuclea

 title: President  








	/s/ 
——————————————

S.C. Target Group S.R.L.



by: Chanan Schiffer



title: Shareholder 
		












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