8-K










Exhibit 10.1  



CONSULTING AGREEMENT 



        THIS CONSULTING
AGREEMENT is made as of the 1st day of January, 2009 by and between AMIR
ELBAZ (the “Consultant”), and GLOBAL ENERGY, INC., a Nevada
corporation (collectively with its affiliates the “Company”).  




RECITALS: 



        WHEREAS,
the Company wishes to engage the Consultant to render financial advisory services to the
Company and the Consultant wishes to render such services, all as provided below.  




        NOW,
THEREFORE, in consideration of the premises and the mutual agreements contained in
this Agreement, and of other consideration (the receipt and sufficiency of which are
acknowledged by each Party), the Parties agree as follows:  




	1.  	Scope
of Services  






         (a)       
          The Consultant shall provide the Company with such regular and customary
          financial advice as is reasonably requested by the Company, provided that the
          Consultant shall not be required to undertake duties not reasonably within the
          scope of the financial advisory services contemplated by this Agreement. It is
          understood and acknowledged by the Parties that the value of the
          Consultant’s advice is not readily quantifiable, and that the Consultant
          shall be obligated to render advice upon the request of the Company, in good
          faith, but shall not be obligated to spend any specific amount of time in so
          doing. The Consultant’s duties may include, but will not necessarily be
          limited to, providing recommendations concerning the following financial and
          related matters: 



	 	1. 	Disseminating
information about the Company to the investment community at                     large; 






	 	2. 	Rendering
advice and assistance in connection with the preparation of reports or
                    other communications to shareholders or creditors; 






	 	3. 	Assisting
in the Company’s financial public relations; 






	 	4. 	Arranging,
on behalf of the Company, at appropriate times, meetings with
                    securities analysts or other representatives of major regional and
national                     investment banking firms; 






	 	5. 	Rendering
advice with regard to any of the following corporate finance matters: 






	 	i.	changes
in the capitalization of the Company;  






	 	ii.	changes
in the Company’s financial structure;  






	 	iii.	redistribution
of shareholdings of the Company’s stock;  














	 	iv.	offerings
of securities in public transactions;  






	 	v.	sales
of securities in private transactions;  






	 	vi.	alternative
uses of corporate assets;  






	 	vii.	structure
and use of debt; and  






	 	viii.	sales
of stock by insiders pursuant to Rule 144 or otherwise.  






         (b)       
          In addition to the foregoing, the Consultant agrees to furnish advice to the
          Company as reasonably requested by the Company in connection with (i) the
          acquisition and/or merger of or with other companies, divestiture of assets or
          any other similar transaction, or the sale of the Company itself (or any
          significant percentage of the Company or its assets, subsidiaries or affiliates
          thereof), and (ii) bank financings or any other financing from financial
          institutions, venture capitalists or others (including but not limited to lines
          of credit, performance bonds, letters of credit, loans or other financings). 



         (c)       
          The Consultant shall render such other financial advisory services as may from
          time to time be agreed upon by the Consultant and the Company. 



         (d)       
          The Agreement is entered in addition to the agreement signed between the parties
          on May 22, 2008. 



	2.  	Term
of Agreement  






    (a)       Termination
Upon Notice. This Agreement may be terminated at any time by                the
Consultant or by the Company by giving the other party thirty (60)                days’ advance
notice in writing.  



    (b)       Expiration
Date. This Agreement shall terminate on December 31, 2010, if                not
terminated earlier under Subsection (a) above.  



    (c)       Fees
and Expenses. Upon the termination of this Agreement under                Subsection
(a) or (b) above, the Consultant shall only be entitled to the                accrued and
earned portion of his fee and to reimbursement of expenses which                were
incurred before the termination becomes effective and which are
               reimbursable under Section 3(b) below.  



	3.  	Fees
and Expenses  






    (a)       Fees. 



	 	i. 	The
Company shall pay the Consultant a fee of $5,000 per month for services
               rendered under this Agreement. Such fee shall be paid monthly.  






2







	 	ii. 	The
Company shall pay Consultant a lump sum of $6,000 on or before January 9,
               2009 for services rendered during November and December 2008.  






	 	iii. 	Consultant
agrees to defer up to eighty percent (80%) of the monthly fees due to                him
as per this Agreement to a later date in which the Company could afford
               paying him his earned fees. Such a deferral is made by Consultant in good
faith                and the same is required by the Company to the accrued fees.  






	 	iv. 	The
Company shall issue Consultant 150,000 shares of its common stock as part of
               additional consideration. Such shares shall be issued on or before August
1,                2009.  






    (b)       Expenses. Upon
presentation by the Consultant of an invoice accompanied                by supporting
documentation satisfactory to the Company, the Company shall                reimburse the
Consultant monthly for reasonable expenses, including (without                limitation)
travel expenses, incurred directly on behalf of the Company in                connection
with the performance of services hereunder.  



	4. 	Work
for Others 






        The
Company recognizes and agrees that the Consultant may perform services for other persons,
provided that such services do not represent a conflict of interest or a breach of the
Consultant’s fiduciary duty to the Company.  




	5.  	No
Employee Benefits  






        The
Consultant shall not be eligible to participate in any of the Company’s employee
benefit plans, fringe benefit programs, group insurance arrangements or similar programs. 



	6.  	Information  






        In
connection with Consultant’s activities on the Company’s behalf, the Company
will cooperate with Consultant and will furnish Consultant with all information and data
concerning the Company which Consultant reasonably believes appropriate to the performance
of services contemplated by this Agreement (all such information so furnished being the
“Information”) and will provide Consultant with reasonable access to the
Company’s officers, directors, employees, independent accountants and legal counsel.
The Company recognizes and confirms that Consultant (i) will use and rely primarily on the
Information and on information available from generally recognized public sources in
performing the services contemplated by the Agreement, without having independently
verified same, (ii) does not assume responsibility for the accuracy or completeness of the
Information and such other information and (iii) will not make an independent appraisal of
any of the Company’s assets. The Information to be furnished by the Company, when
delivered, will be, to the best of the Company’s knowledge, true and correct in all
material respects and will not contain any material misstatements of fact or omit to state
any material fact necessary to make the statements contained therein not misleading. The
Company will promptly notify Consultant if it learns of any material inaccuracy or
misstatement in, or material omission from any information thereto delivered to
Consultant. Consultant agrees to keep the Information confidential and only to release the
Information with the consent of the Company. Upon termination of this Agreement for
whatever reason, Consultant will return the Information (without keeping any copies
thereof) forthwith on demand by the Company. Consultant on its part represents, warrants,
and agrees that it has and at all times while it is performing services under this
Agreement it will comply with all laws, rules, and regulations applicable to it in
connection with the services it performs under this Agreement. 



3







	7.  	Indemnification  






        The
Company agrees to indemnify and hold harmless Consultant, to the fullest extent permitted
by law, from and against any and all losses, claims, damages, liabilities, obligations,
penalties, judgments, awards, costs, expenses and disbursements (and any and all actions,
suits, proceedings and investigations in respect thereof and any and all legal and other
costs, expenses and disbursements in giving testimony or furnishing documents in response
to a subpoena or otherwise, including, without limitation, the costs, expenses and
disbursements, as and when incurred, of investigating, preparing or defending any such
action, suit, proceeding or investigation (whether or not in connection with litigation in
which Consultant is a party)), directly or indirectly, caused by, relating to, based upon,
arising out of or in connection with Consultant’s acting for the Company, including,
without limitation, any act or omission by Consultant in connection with its acceptance of
or the performance or nonperformance of its obligations under the Agreement, or otherwise
arising from this Agreement; provided, however, that such indemnity agreement shall
not apply to any portion of any such loss, claim, damage, liability, obligation, penalty,
judgment, award, cost, expense or disbursement to the extent it is found in a final
judgment by a court of competent jurisdiction (not subject to further appeal) to have
resulted primarily from the negligence, gross negligence or willful misconduct of
Consultant, in which case Consultant shall indemnify the Company to the same extent as set
forth herein with respect to the Company’s indemnification obligations to Consultant. 



        These
Indemnification provisions shall be in addition to any liability which a party may
otherwise have to the other party or the persons indemnified below in this sentence and
shall extend to the following: the parties and their respective affiliated entities,
directors, officers, employees, legal counsel, consultants and controlling persons (within
the meaning of the federal securities law). All references to a party in these
Indemnification provisions shall be understood to include any and all of the foregoing. 



        If
any action, suit, proceeding or investigation is commenced, as to which a party proposes
to demand indemnification, it shall notify the other party with reasonable promptness;
provided, however, that the indemnifying party shall be relieved from its
obligations hereunder to the extent a failure by the indemnified party to notify the
indemnifying party with reasonable promptness results in a significant increase in the
indemnifying party’s obligations hereunder. The indemnified party shall have the
right to retain counsel of its own choice to represent it, which counsel shall be
reasonably acceptable to the indemnifying party, and the indemnifying party shall pay the
reasonable fees, expenses and disbursements of such counsel; and such counsel shall, to
the extent consistent with its professional responsibilities, cooperate with the
indemnifying party and any counsel designated by the indemnifying party. The indemnifying
party shall be liable for any settlement of any claim against the indemnified party made
with the indemnifying party’s written consent, which consent shall not be
unreasonably withheld. The indemnifying party shall not, without prior written consent of
the indemnified party, settle or compromise any claim, or permit a default or consent to
the entry of any judgment in respect thereof, unless such settlement, compromise or
consent includes, as a condition or term thereof, the giving by the claimant to the
indemnified party of an unconditional and irrevocable release from all liability in
respect of such claim.  



4







        In
order to provide for just and equitable contribution, if a claim for indemnification
pursuant to these Indemnification provisions is made but it is found in a final judgment
by a court of competent jurisdiction (not subject to further appeal) that such
indemnification may not be enforced in such case, even though the express provisions
hereof provide for indemnification in such case, then the Company, on the one had, and
Consultant, on the other hand, shall contribute to the losses, claims, damages,
obligations, penalties, judgments, award, liabilities, costs, expenses and disbursements
to which the indemnified persons may be subject in accordance with the relative benefits
received by the Company, on the one hand, and Consultant, on the other hand, in connection
with the statements, acts or omissions which resulted in such losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements
and the relevant equitable considerations shall also be considered. No person found liable
for a fraudulent misrepresentation shall be entitled to contribution from any person who
is not also found liable for such fraudulent misrepresentation. Notwithstanding the
foregoing, Consultant shall not be obligated to contribute any amount hereunder that
exceeds the amount of fees previously received by Consultant pursuant to the Agreement nor
shall the Company be obligated to contribute any amount hereunder that exceeds the amount
of the net proceeds received by Company from transactions consummated with the advise or
other services of the Consultant as contemplated by this Agreement. 



        Neither
termination nor completion of the engagement of Consultant referred to the above shall
affect these Indemnification provisions which shall continue to remain operative and in
full force and effect. 



	8.  	Independent
Contractor  






        In
performing services for the Company pursuant to this Agreement, the Consultant shall act
in the capacity of an independent contractor with respect to the Company and not as an
employee of the Company. As an independent contractor, the Consultant shall accept any
directions issued by the Company pertaining to the goals to be attained and the results to
be achieved by him but shall be solely responsible for the manner and hours in which he
will perform his services under this Agreement. 



	9.  	Compliance
with Legal Requirements  






        The
Company shall not provide workers’ compensation, disability insurance, Social
Security or unemployment compensation coverage nor any other statutory benefit to the
Consultant. The Consultant shall comply at his expense with all applicable provisions of
workers’ compensation laws, unemployment compensation laws, federal Social Security
law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other
applicable federal, state and local laws, regulations and codes relating to terms and
conditions of employment required to be fulfilled by employers or independent contractors. 



5







	10.  	Miscellaneous
Provisions  






         (a)       
          Assignment and Successors. Neither party shall assign any right or
          delegate any obligation hereunder without the other party’s written
          consent, and any purported assignment or delegation by a party hereto without
          the other party’s written consent shall be void. The benefits of this
          Agreement shall inure to the parties hereto, their respective successors and
          assigns and to the indemnified parties hereunder and their respective successors
          and assigns and representatives, and the obligations and liabilities assumed in
          this Agreement by the parties hereto shall be binding upon their respective
          successors and assigns. 



         (b)       
          Waiver of Jury Trial. Each of the Company and Consultant (and, to the
          extent permitted by law, on behalf of their respective equity holders and
          creditors) hereby knowingly, voluntarily and irrevocably waives any right it may
          have to a trial by jury in respect of any claim based upon, arising out of or in
          connection with this Agreement and the transactions contemplated hereby. Each of
          the Company and Consultant hereby certify that no representative or consultant
          of the other party has represented expressly or otherwise that such party would
          not seek to enforce the provisions of this waiver. Further each of the Company
          and Consultant acknowledges that each party has been induced to enter this
          Agreement by, inter alia, the provisions of this Section. 



         (c)       
          Severability. If it is found in a final judgment by a court of competent
          jurisdiction (not subject to further appeal) that any term or provision hereof
          is invalid or unenforceable, (i) the remaining terms and provisions hereof shall
          be unimpaired and shall remain in full force and effect and (ii) the invalid or
          unenforceable provision or term shall be replaced by a term or provision that is
          valid and enforceable and that comes closest to expressing the intention of such
          invalid or unenforceable term or provision. 



         (d)       
          Entire Agreement. This Agreement embodies the entire agreement and
          understanding of the parties hereto and supersedes any and all prior agreements,
          arrangements and understanding relating to the matters provided for herein. No
          alteration, waiver, amendment, change or supplement hereto shall be binding or
          effective unless the same is set forth in writing signed by a duly authorized
          representative of each party. 



         (e)       
          No Third Party Rights. This Agreement does not create, and shall not be
          construed as creating, rights enforceable by any person or entity not a party
          hereto, except those entitled thereto by virtue of the indemnification
          provisions hereof. 



	11.  	Representations  






         (a)       
          The Company has all requisite corporate power and authority to enter into this
          Agreement and the transactions contemplated hereby. This Agreement has been duly
          and validly authorized by all necessary corporate action on the part of the
          Company and has been duly executed and delivered by the Company and constitutes
          a legal, valid and binding agreement of the Company, enforceable in accordance
          with its terms (except as enforceability may be limited by applicable
          bankruptcy, insolvency or similar laws). 



6







         (b)       
          Consultant has all requisite corporate power and authority to enter into this
          Agreement, once executed by Consultant’s officers. This Agreement has been
          duly and validly authorized by all necessary corporate action on the part of
          Consultant and has been duly executed and delivered by Consultant and
          constitutes a legal, valid and binding agreement of Consultant, enforceable in
          accordance with its terms (except as enforceability may be limited by applicable
          bankruptcy, insolvency or similar laws). 



	12.  	Applicable
Law  






        The
validity and interpretation of this Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York applicable to agreements
made and to be fully performed therein (excluding such state’s conflicts of laws
rules). 



	13.  	Counterparts  






        This
Agreement may be executed in any number of counterparts. Each executed counterpart shall
be deemed to be an original. All executed counterparts taken together shall constitute one
Agreement. 



	14.  	Notice  






        Notices
and all other communications contemplated by this Agreement shall be in writing and shall
be deemed to have been duly given when personally delivered or when mailed by U.S.
certified mail, return receipt requested and postage prepaid. In the case of the
Consultant, mailed notices shall be addressed to him at the home address which he most
recently communicated to the Company in writing. In the case of the Company, mailed
notices shall be addressed to its corporate headquarters, and all notices shall be
directed to the attention of its Secretary. 



7







        IN
WITNESS OF their agreement, the Parties have duly executed this Agreement as of the
date first written above. 



			CONSULTANT



/s/ Amir Elbaz
——————————————

Amir Elbaz









			GLOBAL ENERGY, INC.



By: /s/ Asi Shalgi
——————————————

Asi Shalgi
Chief Executive Officer









8