Unassociated Document


    


    EXHIBIT
4.2

    


    SECURED
LINE OF CREDIT PROMISSORY NOTE

    


    


    
       

      
        
          
            
              
                	
                        U.S. $50,000.00

                      	
                        April 13, 2009

                      
	 	Atlanta,
      Georgia


              

            

          

        

         

      

    

    FOR VALUE RECEIVED, the
undersigned, Global Energy Holdings Group, Inc., a Delaware Corporation
("Borrower"), promises to pay to the order of David R. Ames and/or Cindy Ames,
residents of the State of Georgia ("Lender"), on the Maturity Date (as
hereinafter defined) at 3348 Peachtree Road NE, Suite 250, Atlanta, Georgia,
30326 or at such other place designated from time to time by Lender ("Lender's
Office"), the principal amount of FIFTY THOUSAND AND NO/l00 DOLLARS
($50,000.00), or such lesser principal amount as may then constitute the
aggregate unpaid balance of all advances made by Lender to Borrower under that
certain "Loan Agreement" (as hereinafter defined) of even date herewith, in
lawful money of the United States of America in federal or other immediately
available funds.

    


    Borrower
also unconditionally promises to pay interest at the rate of eight percent (8%) per annum
on the unpaid principal amount of each advance made to Borrower under the Loan
Agreement outstanding from time to time for each day from the date of
disbursement of such advance until the principal amount of such advance is paid
in full, payable on the Maturity Date (as hereinafter defined) at Lender's
Office in lawful money of the United States of America in federal or other
immediately available funds. Interest will be computed on the basis of a 360-day
year and the actual number of days elapsed. For the purposes of this Note,
"Maturity Date" shall mean the earlier to occur of the following events: (i)
December 31, 2009 and (ii) the date on which an “equity event” for the Borrower
takes place.  Equity event shall be defined as a return of fees from
Joel Katz.  The Lender may also accelerate the maturity of this Note
as a consequence of any default hereunder or under the Loan and Security
Agreement dated as of even date herewith, by and between Lender and Borrower
(the "Loan Agreement"; unless otherwise defined herein, capitalized terms are
used herein as defined in the Loan Agreement).

    


    In no
contingency or event whatsoever, whether by reason of advancement of the
proceeds under the Loan Agreement or otherwise, shall the amount paid or agreed
to be paid to Lender for the use, forbearance or detention of money advanced
hereunder exceed the highest lawful rate permissible under any law which a court
of competent jurisdiction may deem applicable hereto; and, in the event of any
such payment inadvertently paid by Borrower or inadvertently received by Lender,
such excess sum shall be, at Borrower's option, returned to Borrower forthwith
or credited as a payment of principal, but shall not be applied to the payment
of interest. It is the intent hereof that Borrower not Payor contract to pay,
and that Lender not receive or contract to receive, directly or indirectly in
any manner whatsoever, interest in excess of that which may be paid by Borrower
under applicable law.

    


    Time is
of the essence of this Note. To the fullest extent permitted by applicable law,
Borrower, for himself and his legal representatives, heirs, executors,
successors and assigns, expressly waives presentment, demand, protest, notice of
dishonor, notice of non-payment, notice of maturity, notice of protest,
presentment for the purpose of accelerating maturity, diligence in collection,
and the benefit of any exemption or insolvency laws.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SECURED
LINE OF CREDIT PROMISSORY NOTE, Page 2

    
      
         

        
          
            
              
                
                  	
                          U.S. $50,000.00

                        	
                          April 13, 2009

                        
	 	Atlanta,
      Georgia


                

              

            

          

        

      

    

    


    Presentment
for payment, demand, protest and notice of demand, notice of dishonor, notice of
non-payment and all other notices are hereby waived by Borrower, except to the
extent expressly provided in the Loan Agreement. No failure to exercise, and no
delay in exercising, any rights hereunder on the part of Lender shall operate as
a waiver of such rights.

    


    Borrower
hereby agrees to pay on demand all costs and expenses incurred by Lender in
collecting the obligations evidenced hereby or in enforcing or attempting to
enforce any of Lender's rights hereunder, including, but not limited to,
reasonable attorneys' fees and expenses actually incurred if collected by or
through an attorney, whether or not suit is filed.

    


    Wherever
possible, each provision of this Note shall be interpreted in such a manner as
to be effective and valid under applicable law, but if any provision of this
Note shall be prohibited or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or remaining provisions of this
Note. No delay or failure on the part of Lender in the exercise of any right or
remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in
any default, nor shall any single or partial exercise by Lender of any right or
remedy preclude any other right or remedy. Lender, at its option, may enforce
its rights against any Collateral securing this Note without Lender enforcing
its rights against Borrower, any other obligor of the indebtedness evidenced
hereby or any other property of or indebtedness due or to become due to
Borrower. Borrower agrees that, without releasing or impairing Borrower's
liability hereunder, Lender may at any time release, surrender, substitute or
exchange any Collateral securing this Note and may at any time release any party
primarily or secondarily liable for the indebtedness evidenced by this
Note.

    


    The
rights of Lender and obligations of Borrower hereunder shall be construed in
accordance with and governed by the laws (without giving effect to the conflict
of law principles thereof) of the State of Georgia. This Note is intended to
take effect as an instrument under seal under Georgia law.

    


    IN
WITNESS WHEREOF, Borrower has executed this Note on the date first above
written.

     

    
       

      
        
          
            	
                     

                  	
                    
                      Global
      Energy Holdings Group, Inc.

                      3348
      Peachtree Road, NE

                      Tower
      Place Building 200, Suite 250

                      Atlanta,
      GA 30326

                      


                      


                      __________________________________

                      Rom Papadopoulos

                      Executive
      Vice President

                      Its:
      CFO & COO