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EMPLOYMENT AGREEMENT

BY AND BETWEEN

GLOBAL ENERGY GROUP, INC.

AND

GUY FRANKENFIELD




     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as
of January 1, 2004 (the “Effective Date”), by and between GLOBAL ENERGY GROUP,
INC., a Delaware corporation (“Global”), and Guy Frankenfield (“Employee”).



     WHEREAS, Global and Employee desire to enter into this Agreement to assure
Global of the services of Employee and to set forth the respective rights and
duties of the parties hereto;



     WHEREAS, Global is principally in the business of developing and
commercializing energy efficiency technology (such activities, present and
future, being hereinafter referred to as the (“Business”); and



     NOW, THEREFORE, in consideration of the premises and the mutual covenants,
terms and conditions set forth herein, and other good and valuable
consideration the receipt and sufficiency of which hereby are acknowledged by
the parties, Global and Employee agree as follows:



ARTICLE I




Employment




     1.1 Employment and Title. Global hereby employs Employee, and Employee
hereby accepts such employment, as Executive Vice President - Sales and
Marketing (the “Employment Position”), all upon the terms and conditions set
forth herein.



     1.2 Services. During the Employment Term (as hereinafter defined),
Employee agrees to perform diligently and in good faith the duties of the
Employment Position, under the direction of the President of Global and the
Board of Directors of Global (the “Board of Directors”). Employee agrees to
perform the services to be performed hereunder for the exclusive benefit of
Global. Employee shall be vested with such authority as is generally
commensurate with the Employment Position, as further outlined below. Employee
will report solely to the President of Global.



     1.3 Location. The principal place of employment and the location of
Employee’s principal office shall be in Odessa, Florida; provided, however,
Employee shall, if reasonably necessary, engage in reasonable travel in the
performance of Employee’s duties under this Agreement.



     1.4 Representations.



          (a) Employee represents and warrants to Global that Employee has full
power and authority to enter into and perform this Agreement and that
Employee’s execution and performance of this Agreement shall not constitute a
default or breach by Employee under, or of any of the terms of, any other
agreement to which Employee is a party or by which Employee is bound. Employee
represents that no consent or approval of any third party is required for
Employee’s execution, delivery and performance of this Agreement or that all
consents or approvals of any third party required for such execution, delivery
and performance of this Agreement have been obtained. Employee further
represents that Employee’s



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employment hereunder will not involve the use of information or materials
that belong to a former employer or another person or entity and for which
Employee has a duty of confidentiality.



          (b) Global represents and warrants to Employee that Global has full power
and authority to enter into and perform this Agreement and that Global’s
execution and performance of this Agreement shall not constitute a default or
breach by Global under, or of any of the terms of, any other agreement to which
Global is a party or by which Global is bound. Global represents that no
consent or approval of any third party is required for Global’s execution,
delivery and performance of this Agreement or that all consents or approvals of
any third party required for such execution, delivery and performance of this
Agreement have been obtained.



ARTICLE II




Employment Term




     The term of Employee’s employment hereunder (the “Employment Term”) shall
commence as of the Effective Date hereof (referred to for these purposes as the
“Commencement Date”) and shall continue for an initial term of three (3) years
from the Commencement Date (the “Initial Term”), unless earlier terminated
pursuant to the provisions of this Agreement. Following the completion of the
Initial Term, Employee’s term of employment shall be renewed automatically for
additional one-year terms (“Annual Terms”) in the absence of written notice of
termination given by either party at least ninety (90) days prior to the date
of any such renewal.



ARTICLE III




Compensation




     3.1 Base Salary. As compensation for the services to be rendered by
Employee, Global shall pay Employee, dung the Employment Term, an annual base
salary (as in effect from time to time, “Base Salary”) of not less than
$110,000. The Base Salary shall accrue monthly (prorated for periods less than
a month) and shall be paid in accordance with Global’s standard payroll
practices. The Base Salary will be reviewed annually, or, more frequently, as
appropriate, as recommended by the President and approved by the Board of
Directors for upward, but not downward, adjustment in its sole discretion.



     3.2 Bonus Compensation. For every fiscal year of Global ending during the
Employment Term, Employee will be entitled to receive such additional bonus or
other compensation (“Bonus Compensation”), if any, as may be approved by the
Board of Directors or a Compensation Committee whose members all are directors
of Global and which committee is appointed as such by the Board of Directors.



     3.3 Benefits. Employee shall be entitled, during the Employment Term, to
the same fringe benefits as are from time to time then available to Global’s
most senior executive officers, such as (1) medical, hospital, dental, life,
disability, and other insurance coverage, (2) participation in incentive,
bonus, stock option, equity ownership, pension, profit sharing, and other
benefit plans, and (3) normal vacation allowance and other paid time off for
all employees who are executive officers of Global, but not less than four
weeks annually.



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     3.4 Withholding. Any and all amounts payable under this Agreement,
including amounts payable under this Article III and Article VII, are subject
to withholding for such federal, state and local taxes required pursuant to any
applicable law, rule or regulation.



ARTICLE IV




Working Facilities, Expense and Insurance




     4.1 Working Facilities. Employee shall be furnished with an office at the
location set forth in Section 1.3 hereof, or at such other location as agreed
to by Employee and Global, and other working facilities and secretarial and
other assistance suitable to the Employment Position and reasonably required
for the performance of Employee’s duties hereunder.



     4.2 Reimbursement for Expenses. Global shall reimburse Employee, in
accordance with Global’s policies and practices for senior management, for all
reasonable expenses actually incurred by Employee while employed by Global and
in the performance of Employee’s duties under and in accordance with the terms
and conditions of this Agreement, subject to Employee’s furnishing to Global an
itemized account, reasonably satisfactory to Global, in substantiation of such
expenditures, along with appropriate documentation thereof including receipts
for all such expenses in the manner required pursuant to Global’s policies and
procedures and the Internal Revenue Code of 1996, as amended (the “Code”), and
applicable regulations in effect from time to time.



     4.3 Insurance. Global may secure in its own name or otherwise, and at its
own expense, life, disability and other insurance covering Employee or Employee
and others, and, Employee shall not have any right, title or interest in or to
such insurance other than as expressly provided herein. Employee agrees to
assist Global in procuring state insurance by submitting to the usual and
customary medical and other examinations to be conducted by such physicians(s)
as Global or such insurance company may designate and by signing such
applications and other written instruments as may be required by any insurance
company to which application is made for such insurance. Any information
provided by Employee to such insurance company (the results of examinations
being deemed part of such information) will be provided on a confidential
basis, and Global shall have no access thereto.



ARTICLE V




COVENANTS AND RESTRICTIONS




     Employee covenants that, except in carrying out his duties hereunder,
during the term of his employment and for a period of one (1) year following
the date of termination of employment hereunder (unless such longer period of
time is specifically set forth herein).



     5.1 Non-Competition. Without the express written consent of the Board of
Directors, Employee shall not directly or indirectly, own any interest in,
participate or engage in, assist, render any services (including advisory
services) to, become associated with, work for, serve (in any capacity
whatsoever, including, without limitation, as an employee, consultant, advisor,
agent, independent contractor, officer or director) or otherwise become in any
way or manner connected with the ownership, management, operation, or control
of, any business, firm, corporation, partnership or other entity (collectively
referred to herein as a “Person”) that engages in, or assists others in
engaging in or conducting any business, which deals, directly or indirectly, in
products or services similar to or



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competitive with the Company’s product line or services in the United
States; provided, however, the above shall not be deemed to exclude Employee
from acting as director of another corporation with the consent of the
Company’s Board of Directors; provided further, however, that the above shall
not be deemed to prohibit Employee from owning or acquiring securities issued
by any corporation whose securities are listed with a national securities
exchange or are traded in the over-the-counter market, provided that Employee
at no time owns, directly or indirectly, beneficially or otherwise, five (5%)
percent or more of any class of any such corporation’s outstanding capital
stock.



     5.2 Non-Solicitation. Employee shall not knowingly provide or solicit to
provide to any Person or individual (i) any goods or services which are
competitive with those provided by the Company or which would be competitive
with the goods or services that the Company has planned to provide; or (ii) any
goods or services to any customer of the Company. The term “customer” shall
mean any person or individual to whom the Company has provided goods or
services within the twenty-four (24) month period prior to the termination of
Employee’s employment hereunder. Notwithstanding anything herein to the
contrary, no limitation shall be imposed on Employee hereunder with respect to
any goods and services that the Company has planned to provide and which are
not actually being provided at the time of the termination of Employee’s
employment hereunder.



     5.3 Confidentiality. Employee agrees that be shall not divulge to others,
nor shall he use to the detriment of the Company or in any business or process
of manufacture competitive with or similar to any business or process of
manufacture engaged in by the Company or any of its subsidiary or affiliated
companies, at any time during his employment with the Company or thereafter,
any Confidential Information (as defined in Section 7.2) obtained by him during
the course of his employment with the Company relating to sales, salesmen,
sales volume or strategy, customers, formulas, processes, methods, machines,
manufactures, compositions, ideas, improvements or inventions belonging to or
relating to the business of the Company, or its subsidiary or affiliated
companies.



     5.4 Personnel. Employee shall neither solicit, seek to solicit any of the
Company’s personnel in any capacity whatsoever nor shall Employee induce or
attempt to induce any of the Company’s personnel to leave the employ of the
Company to work for Employee or otherwise.



     5.5 Damages. Employee acknowledges that his breach of any of the
restrictive covenants contained in this Article V may cause irreparable damage
to the Company for which remedies at law would be inadequate. Accordingly, if
Employee breaches or threatens to breach any of the provisions of this Article
V, the Company shall be entitled to appropriate injunctive relief, including,
without limitation, preliminary and permanent injunctions in any court of
competent jurisdiction, restraining Employee from taking any action prohibited
hereby. This remedy shall be in addition to all other remedies available to
the Company at law or equity. If any portion of this Article V is adjudicated
to be invalid or unenforceable, this Article V shall be deemed amended to
delete therefrom the portion so adjudicated, such deletion to apply only with
respect to the operation of this Article V in the jurisdiction in which such
adjudication is made.



ARTICLE VI




Illness or Incapacity




     6.1 Right to Terminate. Except as provided by this Article and
notwithstanding anything else to the contrary contained in this Agreement,
Global shall have no right to terminate Employee’s



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employment hereunder, during any period that Employee suffers illness or
incapacity. Global shall have the right to terminate Employee’s employment
hereunder by delivery of thirty (30) days written notice of termination if
Employee is unable to perform, with reasonable accommodation, in all material
respects Employee’s duties hereunder for a period exceeding six (6) consecutive
months by reason of illness or incapacity. A termination of employment under
this Article will be deemed a termination “without good cause” as described in
Section 8.1 hereof.



     6.2 Right to Replace. If Employee’s illness or incapacity, whether by
physical or mental cause, renders Employee unable for a minimum period of
thirty (30) consecutive calendar days to carry out Employee’s duties and
responsibilities as set forth herein, Global shall have the right to designate
a person to temporarily perform Employee’s duties; provided, however, that if
Employee returns to work from such illness or incapacity within the six (6)
month period following the commencement of Employee’s inability due to such
illness or incapacity, Employee shall be entitled to be reinstated in the
capacity described in Article I hereof with all rights, duties and privileges
attendant thereto.



     6.3 Rights Prior to Termination. Employee shall be entitled to Employee’s
full Base Salary under Section 3.1 hereof and other benefits under Article III
hereof during such illness or incapacity unless and until expiration or other
termination of Employee’s employment hereunder.



     6.4 Determination of Illness or Incapacity. For purposes of this Article
VI, the term “illness or incapacity” shall mean Employee’s inability to perform
Employee’s duties hereunder substantially on a full-time basis because of
physical or mental illness or physical injury as determined by the Board of
Directors, in its reasonable discretion based upon competent medical evidence.
Upon Global’s written request, Employee shall submit to reasonable medical and
other examinations to provide the evidence required hereunder.



ARTICLE VII




Trade Secrets




     7.1 Confidentiality. Employee will hold Confidential Information in
confidence and trust and limit disclosure of Confidential Information strictly
to persons who have a need to know such Confidential Information in connection
with the Business and who have agreed in writing with Global to maintain the
confidentiality of such Confidential Information. Employee will not disclose,
use, or permit the use or disclosure of Confidential Information, except in
satisfying Employee’s obligations under this Agreement. Employee will use
reasonable care to protect Confidential Information from inappropriate
disclosure, whether inadvertent or intentional. Notwithstanding the foregoing,
Employee may disclose Confidential Information if such disclosure is required
by a court order or an order of a similar judicial or administrative body;
provided, however, that Employee notifies Global of such requirement
immediately and in writing, and cooperates reasonably with Global in obtaining
a protective or similar order with respect thereto.



     7.2 Confidential Information. For the purposes of this Agreement, the
phrase “Confidential Information” means information or materials that, in
Global’s reasonable determination, provide advantage to Global over others not
having such information or materials and includes (i) customer information,
supplier information, sales channel and distributor information, material terms
of any contracts, marketing philosophies, strategies, techniques and objectives
(including product and service roll-out dates and volume estimates), legal and
regulatory positions and strategies, advertising and



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promotional copy, competitive advantages and disadvantages, non-published
financial data, product or service plans, designs, costs, prices and names,
inventions, discoveries, improvements, technological developments, know-how,
software code, business opportunities (including planned or proposed
financings, mergers, acquisitions, ventures and partnerships) and methodologies
and processes (including the look and feel of computer screens and reports)
relating to the Business; (ii) information designated in writing or
conspicuously marked as “confidential” or “proprietary” or likewise designated
or marked with words of similar import; (iii) information for which Global has
an obligation of confidentiality so long as such obligation is known to
Employee; and (iv) information of a nature that a reasonable person would
conclude that it is confidential or proprietary. Notwithstanding the
foregoing, information will not be deemed Confidential Information if such
information: (i) prior to receipt from Global, is or was known to Employee
directly or indirectly from a source other than one having an obligation of
confidentiality to Global; (ii) becomes known (independently of disclosure by
Global) to Employee directly or indirectly from a source other than one having
an obligation of confidentiality to Global; (iii) becomes publicly known or
otherwise ceases to be secret or confidential, except through a breach of this
Agreement by Employee; or (iv) is independently developed by Employee.
Employee may disclose Confidential Information pursuant to the requirements of
a governmental agency or by operation of law, provided that Employee gives
Global reasonable prior written notice sufficient to permit Global to contest
such disclosure.



     7.3 Notification of Third Party Disclosure Requests. If Employee receives
any written or oral third party request, order, instruction or solicitation for
the disclosure of Confidential Information not in conformance with this
Agreement or if Employee becomes aware of any attempt by a third party to
improperly gain Confidential Information, Employee shall immediately notify the
Board of Directors or of such request, order, instruction or solicitation or of
such attempt and fully disclose the details surrounding such request, order,
instruction or solicitation or such attempt.



     7.4 Non-Removal of Records. All documents, files, records, data, papers,
materials, notes, books, correspondence, drawings and other written, graphic or
electronic records of the Business and all computer software of Global which
Employee shall prepare or use, or come into contact with, shall be and remain
the exclusive property of Global, in its discretion, and shall not be
physically, electronically, telephonically or otherwise removed from Global’s
promises without Global’s prior written consent.



     7.5 Return or Destruction of Confidential Information. Confidential
Information gained, received or developed by Employee or in which Employee
participated in developing will remain the exclusive property of Global, in its
sole discretion, Employee will promptly return to Global or destroy or erase
all records, books, documents or any other materials whatsoever (including all
copies thereof) containing such Confidential Information in Employee’s
possession or control upon the earlier of (i) the receipt of a written request
from Global for return or destruction of Confidential Information or (ii) the
termination of Employee’s employment hereunder.



     7.6 Trade Secrets of Others. In the course of Employee’s employment
hereunder, Employee will not use any information or materials that belong to
any former employer or any other person or entity and for which Employee has a
duty of confidentiality or use or allow the use of any illegally obtained
confidential or secret information or materials.



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ARTICLE VIII




Termination




     8.1 Termination by Global.



          (a) Global may terminate Employee’s employment hereunder for good cause
anytime by delivery of written notice of termination. A termination for good
cause under this Section 8.1 shall be effective upon the date set forth in a
written notice of termination delivered to Employee. Good cause will be
limited to the following circumstances:




	 	(1)	 	habitual absence from work by the Employee,
including without limitation, habitual absence from the
Company’s offices on non-Company matters that interferes with
the Employee’s duties;
	 
	 	(2)	 	habitual drunkenness by the Employee;
	 
	 	(3)	 	habitual drug abuse or drug addiction by the
Employee;
	 
	 	(4)	 	the Employee maliciously denigrating in public
the Company or any officer, director or affiliate thereof;
	 
	 	(5)	 	physical destruction of substantial property or
asset of the Company by, or caused by, the Employee;
	 
	 	(6)	 	appropriation of business opportunities of the
Company by the Employee for the direct or indirect personal
gain of the Employee or members of his family without the
prior written consent of The Board;
	 
	 	(7)	 	willful and malicious interference with the
Company’s operations by the Employee;
	 
	 	(8)	 	engagement by the Employee in any act of fraud,
material misappropriation of funds or assets, or embezzlement,
including without limitation, theft, bribery or the receipt of
kickbacks;
	 
	 	(9)	 	a conviction of the Employee for, or a plea of
nolo contedere by the Employee to, a felony or other criminal
act for which the possible penalties include a prison sentence
of at least 1 year;
	 
	 	(10)	 	a material breach by the Employee of the
restrictive covenants contained in this Agreement, or for
disloyal, dishonest or illegal conduct by the Employee; or
	 
	 	(11)	 	Employee is in default in a material respect in
the performance of Employee’s obligations, services or duties
hereunder, including Employee’s willfully disregarding the
written or oral instructions of the Board of Directors
concerning the conduct of Employee’s duties hereunder,
Employee’s conduct which is materially inconsistent with the
published policies of Global, as promulgated from time to time
and which are generally applicable to all employees or to



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	 	 	 	senior management, or Employee’s breach of any other material
provision of this Agreement; and, in any such case, such act
has resulted (or could reasonably be expected to result) in
substantial harm to Global; or




          (b) Global may terminate Employee’s employment hereunder without good
cause at any time not fewer than 30 days nor more than 45 days after delivering
written notice of termination to Employee.



     8.2 Effect of Termination for Good Cause. If Employee’s employment is
terminated by Global for good cause:




	 	(a)	 	Employee shall be entitled to accrued Base Salary
under Section 3.1 and accrued vacation pay and other paid time
off, each through the date of termination;
	 
	 	(b)	 	Employee shall be entitled to reimbursement for
expenses accrued through the date of termination in accordance
with the provisions of Section 4.2 hereto; and
	 
	 	(c)	 	Except as provided in Article X, this Agreement
shall thereupon be of no further force and effect.




     8.3 Effect of Termination without Good Cause. If Global terminates
Employee’s employment without good cause, then Employee shall be entitled to
one years Base Salary, immediate vesting of all options or warrants, and
payment for any outstanding expenses.



     8.4 Termination by Employee. Employee may terminate Employee’s employment
hereunder by giving not less than ninety (90) days written notice to Global.



     8.5 Effect of Termination by Employee. If Employee terminates Employee’s
employment pursuant to Section 8.5 hereof:




	 	(a)	 	Employee shall be entitled to accrued Base Salary
under Section 3.1 and accrued vacation pay and other paid time
off, each through the date of termination;
	 
	 	(b)	 	Employee shall be entitled to reimbursement for
expenses accrued through the date of termination in accordance
with the provisions of Section 4.2 hereof, and
	 
	 	(c)	 	Except as provided in Article X, this Agreement
shall thereupon be of no further force and effect.





ARTICLE IX




Miscellaneous




     9.1 No Waivers. The failure of either party to enforce any provision of
this Agreement shall not be construed as a waiver of any such provision, nor
prevent such party thereafter from enforcing such provision or any other
provision of this Agreement.



     9.2 Notices. Any notice required or permitted to be given to under the
terms of this Agreement may be delivered in person, by courier or Federal
Express, United Parcel Service, Airborne



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Express US Express Mail or other similar nationally recognized overnight
delivery service that obtains a confirmation of delivery, or by registered or
certified mail, postage prepaid, return receipt requested, or by fax or e-mail
transmission if delivery is promptly confirmed, and shall be addressed as
follows:



	 	 	 
	If to Global:

	 	5000 Legacy Drive, Suite 490
	

	 	Plano, TX 75024
	

	 	Attention: President
	

	 	Fax: 972-403-7659
	

	 	E-mail: ccoe@gegsolutions.com
	 
	 	 
	If to Employee:

	 	Global Energy Group, Inc.
	

	 	2346 Success Drive
	

	 	Odessa, FL 33556
	

	 	Fax: 727-376-1929
	

	 	E-mail: gfrankenfield@gegsolutions.com






Either party may hereafter notify the other is writing of any charge in
address. Any notice shall be deemed duly given (i) when personally delivered,
(ii) when delivered by courier or overnight delivery service, (iii) on the
third day after it is mailed by registered or certified mail, postage prepaid,
return receipt requested as provided herein, (iv) when proper transmission is
confirmed if transmitted by fax or e-mail.



     9.3 Severability. The provisions of this Agreement are severable and if
any provision of this Agreement shall be held to be invalid or otherwise
unenforceable, in whole or in part, the remainder of the provisions, or
enforceable parts hereof, shall not: be affected thereby.



     9.4 Successors and Assign. The rights and obligations of Global under
this Agreement shall inure to the benefit of and be binding upon the successors
and assigns of Global, including the survivor upon any merger, consolidation,
share exchange or combination of Global with any other entity. Employee shall
not have the right to assign, delegate, or otherwise transfer to any person or
entity any duty or obligation to be performed by Employee hereunder.



     9.5 Entire Agreement. This Agreement supersedes all prior and
contemporaneous agreements and understandings between the parties hereto, oral
or written, and may not be modified or terminated orally. No modification
(except as otherwise provided herein with respect to the modification of
provisions that are unreasonable, arbitrary or against public policy),
termination or attempted waiver shall be valid unless in writing, signed by the
party against whom such modification, termination or waiver is sought to be
enforced. This Agreement was the subject of negotiation by the parties hereto
and their counsel. The parties agree that no prior drafts of this Agreement
shall be admissible as evidence (whether in any arbitration or court of law) in
any proceeding that involves the interpretation of any provisions of this
Agreement.



     9.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Texas without reference to
the conflict of law principles thereof.



     9.7 Confidential Arbitration. The parties hereto agree that any dispute
concerning or arising out of the provisions of this Agreement, Employee’s
employment or termination of Employee’s employment shall be resolved by
confidential arbitration in accordance with the rules of the American



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Arbitration Association. Such confidential arbitration shall be held in
Tampa, Florida, and the decision of the arbitrator(s) shall be conclusive and
binding on the parties and shall be enforceable in any court of competent
jurisdiction. The arbitrator may, in the arbitrator’s discretion, award
attorney’s fees and costs to such party as the arbitrator sees fit in rendering
a decision.



ARTICLE X




Survival




     The provisions of Article VII and VIII of this Agreement and this Article
shall survive the termination, rescission or expiration of this Agreement
whether upon, or prior to, the Scheduled Termination Date hereof. The
representations and warranties of the parties hereto shall survive the
execution of this Agreement and come without limitation.



ARTICLE XI




Intellectual Property




     All Confidential information, computer software, video and sound
recordings, scripts, creations, inventions, improvements, designs and
discoveries conceived, created, invented, authored, developed, produced or
discovered by Employee while employed by Global, whether alone or with others,
whether during or after regular work hours, are and will be Global’s property.
Employee hereby assigns to Global all copyrights, trademarks, patents, related
applications and registrations, and other rights of authorship, invention or
ownership Employee may have with respect to such item. Global agrees to pay
for all patent filing and maintenance fees associated with such inventions.



     IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written.



	 	 	 	 	 
	 	 	GLOBAL ENERGY GROUP, INC.,

a Delaware corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Carlos Coe

	

	 	Print Name:
	 	Carlos Coe

	

	 	Title:
	 	President & CEO

	 
	 	 	 	 
	

	 	EMPLOYEE	 	 
	 
	 	 	 	 
	 	 	/s/ Guy Frankenfield

	

	 	Address:
	 	

	

	 	 	 	









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