S-1










Exhibit 10.62  





SECURITIES PURCHASE
AGREEMENT  



This SECURITIES PURCHASE AGREEMENT
(this “Agreement”) is made and entered into as of ________1, 2008,
by and between Global Energy, Inc., a Nevada corporation (the “Company”)
and the Investors set forth on the signature pages affixed hereto (each an
“Investor” and collectively the “Investors”). 



	A. 	WHEREAS, the
Investors wish to purchase from the Company, and the Company                wishes to
sell and issue to the Investors, upon the terms and conditions stated                in
this Agreement, a minimum of 30 units (the “Minimum Amount”)
               and a maximum of 120 units (the “Maximum Amount”), at a
               purchase price of $50,000 per unit (each, a “Unit”), with
each                Unit consisting of: 






	 	(a) 	500,000
shares (the “Shares”) of the Company’s Common                Stock,
par value $0.001 per share (together with any securities into which such
               shares may be reclassified the “Common Stock”); and 






	 	(b) 	warrants
(the “Warrants”) to purchase 500,000 shares of Common
               Stock (the “Warrant Shares”) at an exercise price of
$0.10 per                Warrant Share (subject to adjustment as set forth in the
Warrants) substantially                in the form attached hereto as Exhibit A, upon the
terms and conditions set                forth in this Agreement; 






	B. 	WHEREAS,
the Units, Shares, Warrants and Warrant Shares issued pursuant                to this
Agreement are collectively referred to herein as the                “Securities”,
while the Shares and the Warrant Shares may be                collectively referred to as
the “Unit Securities”; and 






	C. 	WHEREAS, contemporaneous
with the sale of the Units, the parties hereto                will execute and deliver a
Registration Rights Agreement, in the form attached                hereto as Exhibit B
(the “Registration Rights Agreement”), pursuant to which the
Company will agree to provide                certain registration rights under the Securities
Act of 1933, as amended,                and the rules and regulations promulgated
thereunder, and applicable state                securities laws. 






NOW, THEREFORE, in
consideration of the mutual terms, conditions and other agreements set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree to
the sale and purchase of the Shares and Warrants as set forth herein. 



	1.  	DEFINITIONS  






	 	
For
purposes of this Agreement, the terms set forth below shall have the corresponding
meanings provided below.  






	 	(a) 	“1933
Act” meansthe Securities Act of                1933, as
amended. 






	 	(b) 	“1934
Act” means the Securities Exchange Act of                1934, as
amended. 






	 	(c) 	“Affiliate” shall
mean, with respect to any specified Person: 












1 Will reflect First
Closing Date. 

















	 	(i) 	if
such Person is an individual, the spouse of that Person and, if deceased or
               disabled, his heirs, executors, or legal representatives, if applicable,
or any                trusts for the benefit of such individual or such individual’s
spouse                and/or lineal descendants, or  






	 	(ii) 	otherwise,
another Person that directly, or indirectly through one or more
               intermediaries, controls, is controlled by, or is under common control
with, the                Person specified. As used in this definition, “control” shall
mean the                possession, directly or indirectly, of the sole and unilateral
power to cause                the direction of the management and policies of a Person,
whether through the                ownership of voting securities or by contract or other
written instrument.  






	 	(d) 	“Business
Day” shall mean any day on which banks located in New                York City
are not required or authorized by law to remain closed. 






	 	(e) 	“Closing” and
“Closing Date” as defined in                Section 2.2(c). 






	 	(f) 	“Common
Stock” as defined in the recitals above. 






	 	(g) 	“Company
Financial Statements” as defined in Section 7.5                hereto. 






	 	(h) 	“Company’s
knowledge” means the actual knowledge of the                executive officers
(as defined in Rule 405 under the 1933 Act) of the Company,                after due
inquiry. 






	 	(i) 	“ERISA” as
defined in Section 7.18 hereto. 






	 	(j) 	“Environmental
Laws” as defined in Section 7.12 hereto. 






	 	(k) 	“First
Closing” and “First Closing Date” as                defined in
Section 2.2(a). 






	 	(l) 	“Intellectual
Property” means the Company’s patents,                patent applications,
provisional patents, trademarks, service marks, trade                names, trademark
registrations, service mark registrations, copyrights,                licenses, formulae,
mask works, customer lists, internet domain names, know-how                and other
intellectual property, including trade secrets and other unpatented                and/or
unpatentable proprietary or confidential information, systems, procedures
               or registrations or applications relating to the same. 






	 	(m) 	“Liens” means
any mortgage, lien, title claim, assignment,                encumbrance, security
interest, adverse claim, contract of sale, restriction on                use or transfer
or other defect of title of any kind. 






	 	(n) 	“Material
Adverse Effect” means a material adverse effect on: 






	 	(i) 	the
assets, liabilities, results of operations, condition (financial or
               otherwise), business, or prospects of the Company taken as a whole; or  






	 	(ii) 	the
ability of the Company to perform its obligations under the Transaction
               Documents.  






	 	(o) 	“Maximum
Amount” as defined in the recitals above. 






	 	(p) 	“Minimum
Amount” as defined in the recitals above. 






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	 	(q) 	“OTCBB” shall
mean the Over-the-Counter Bulletin Board system. 






	 	(r) 	“Person” shall
mean an individual, entity, corporation,                partnership, association, limited
liability company, limited liability                partnership, joint-stock company,
trust or unincorporated organization. 






	 	(s) 	“Private
Placement Memorandum” means the Company’s                Confidential
Private Placement Memorandum, dated July 17, 2008, and any                amendments or
supplements thereto. 






	 	(t) 	“Public
Information Failure” as defined in Section 7.26 hereto. 






	 	(u) 	“Public
Information Failure Payments” as defined in Section                7.26 hereto. 






	 	(v) 	“Purchase
Price” shall mean up to $6,000,000. 






	 	(w) 	“Registration
Rights Agreement” shall have the meaning set                forth in the
recitals. 






	 	(x) 	“Regulation
D” as defined in Section 4.12 hereto. 






	 	(y) 	“Rule
144” as defined in Section 8.1(c) hereto. 






	 	(z) 	“SEC” means
the United States Securities and Exchange                Commission. 






	 	(aa) 	“SEC
Documents” as defined in Section 7.5 hereto. 






	 	(bb) 	“Securities” as
defined in the recitals above. 






	 	(cc) 	“Shares” as
defined in the recitals above. 






	 	(dd) 	“Subsequent
Closing” and “Subsequent Closing                Date” as
defined in Section 2.2(b). 






	 	 (ee)	 “Subsidiaries” shall
mean any corporation or other entity or                organization, whether incorporated
or unincorporated, in which the Company owns,                directly or indirectly, any
controlling equity or other controlling ownership                interest or otherwise
controls through contract or otherwise. 






	 	(ff) 	“Transaction
Documents” shall mean this Agreement, the                Registration Rights
Agreement and the Warrants. 






	 	(gg) 	“Transfer” shall
mean any sale, transfer, assignment,                conveyance, charge, pledge, mortgage,
encumbrance, hypothecation,
security interest or other disposition, or to make or effect any of the above.









	 	(hh)	         “Warrant
Shares” as defined in the recitals above. 






	 	(ii) 	“Warrants” as
defined in the recitals above. 






	2. 	 SALE
AND PURCHASE OF UNITS.






	 	2.1 	Subscription
for Units by Investors. Subject to the terms and conditions of this Agreement, on the
Closing Date (as hereinafter defined) each of the Investors shall severally, and not
jointly, purchase, and the Company shall sell and issue to each Investor, the number of
Units specified by it on its respective signature page attached hereto in exchange for
the Purchase Price. 






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	 	 2.2	 Closings.






	 	(a) 	First
Closing. Subject to the terms and conditions set forth in this
               Agreement, the Company shall issue and sell to each Investor, and each
Investor                shall, severally and not jointly, purchase from the Company on
the First Closing                Date, such number of Units set forth on the respective
signature pages attached                hereto, which will be reflected opposite such
Investor’s name on Exhibit                A-1 (the “First Closing”).
The date of the First Closing is                hereinafter referred to as the “First
Closing Date”. Units                equal to at least the Minimum Amount are
required to be sold at the First                Closing within the time period set forth
in the Private Placement Memorandum.  






	 	(b) 	Subsequent
Closing(s). The Company agrees to issue and sell to each                Investor
listed on the Subsequent Closing Schedule of Investors, and each                Investor
agrees, severally and not jointly, to purchase from the Company on such
               Subsequent Closing Date such number of Shares and Warrants set forth on
the                signature pages attached hereto, which will be reflected opposite such
               Investor’s name on Exhibit A-2 (a “Subsequent Closing”).
               There may be more than one Subsequent Closing; provided, however, that the
final                Subsequent Closing shall take place within the time periods set
forth in the                Private Placement Memorandum. The date of any Subsequent
Closing is hereinafter                referred to as a “Subsequent Closing Date”).  






	 	(c) 	Closing.
The First Closing and any applicable Subsequent Closings are                each referred
to in this Agreement as a “Closing”. The First                Closing
Date and any Subsequent Closing Dates are sometimes referred to herein                as
a “Closing Date”. All Closings shall occur within the time
               periods set forth in the Private Placement Memorandum at the offices of
Littman                Krooks LLP, counsel to the Placement Agent, at 655 Third Avenue,
20th Floor, New                York, NY 10017 or remotely via the exchange of documents
and signatures.  






	 	 2.3	 Closing
Deliveries. At each Closing, the Company shall deliver to the Investors, against
delivery by the Investor of the Purchase Price (as provided below), duly issued
certificates representing the Shares and the Warrants. At each Closing, each Investor
shall deliver or cause to be delivered to the Company the Purchase Price set forth in its
counterpart signature page annexed hereto by paying United States dollars via bank,
certified or personal check which has cleared prior to the applicable Closing or in
immediately available funds, by wire transfer to the following escrow account: 









	Acct. Name:	Signature Bank as Escrow Agent for Global Energy, Inc.
		
		
		
		
	ABA Number:	026013576
	Acct Number:	1501093668








	3.  	ACKNOWLEDGEMENTS
OF THE INVESTORS. 








Each Investor, severally and not
jointly, acknowledges that: 



	 	 3.1	 Resale
Restrictions. None of the Securities have been registered under the 1933 Act, or
under any state securities or “blue sky” laws of any state of the United
States, and, unless so registered, none of the Securities may be offered or sold by the
Investor except pursuant to an effective registration statement under the 1933 Act, or
pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the 1933 Act and in each case only in accordance with applicable state
securities laws. 






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	 	 3.2	 Legends
on Shares and Warrant Shares. Such Investor understands that, until such time as the
resale of the Shares and Warrant Shares shall have been registered under the 1933 Act as
contemplated by the Registration Rights Agreement or otherwise may be sold without
restriction as contemplated in Section 4.11, below, certificates evidencing the Shares
and Warrant Shares shall bear a restrictive legend in substantially the following form
(and a stop-transfer order may be placed against transfer of the certificates evidencing
such Shares and Warrant Shares): 






	 	
THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. 






	 	
If
required by the authorities of any state in connection with the issuance or sale of the
Shares or any Warrant Shares, the certificates will also bear any legend required by such
state authority. 






	 	3.3 	Agreements.
It has received and carefully read the Private Placement Offering Memorandum,
this Subscription Agreement, the form of the Warrant Certificate and the
Registration Rights Agreement; 






	 	 3.4	 Books
and Records. The books and records of the Company were available upon reasonable
notice for inspection, subject to certain confidentiality restrictions, by the Investor
during reasonable business hours at its principal place of business and that all
documents, records and books in connection with the sale of the Securities hereunder have
been made available for inspection by it and its attorney and/or advisor(s); 






	 	 3.5	 Independent
Advice. The Investor has been advised to consult the Investor’s own legal, tax
and other advisors with respect to the merits and risks of an investment in the
Securities and with respect to applicable resale restrictions, and it is solely
responsible (and the Company is not in any way responsible) for compliance with: 






	 	(a) 	any
applicable laws of the jurisdiction in which the Investor is resident in
               connection with the distribution of the Securities hereunder, and  






	 	(b) 	applicable
resale restrictions;  






	 	3.6 	No
Insurance. There is no government or other insurance covering any of the Securities. 






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	4.  	REPRESENTATIONS,
WARRANTIES AND ACKNOWLEDGMENTS OF THE INVESTORS.  




















	 	
Each
Investor, severally and not jointly, represents and warrants to the Company solely as to
such Investor that:  






	 	 4.1	 Capacity. The
Investor has the legal capacity and competence to enter into and execute this Agreement
and to take all actions required pursuant hereto and, if the Investor is a corporation,
it is duly incorporated and validly subsisting under the laws of its jurisdiction of
incorporation and all necessary approvals by its directors, shareholders and others have
been obtained to authorize execution and performance of this Agreement on its behalf; 






	 	4.2 	No
Violation of Corporate Governance Documents. If the Investor is a corporation or
other entity, the entering into of this Agreement and the transactions contemplated
hereby do not and will not result in the violation of any of the terms and provisions of
any law applicable to, or the articles of incorporation, bylaws or other constating
documents of, the Investor or of any agreement, written or oral, to which the Investor
may be a party or by which the Investor is or may be bound; 






	 	4.3 	Binding
Agreement. The Investor has duly executed and delivered this Agreement and it
constitutes a valid and binding agreement of the Investor enforceable
against the Investor; 






	 	4.4 	No
SEC Review or Approval. Neither the SEC nor any other securities commission,
securities regulator or similar regulatory authority has reviewed or passed on the merits
of the Securities or on any of the documents reviewed or executed by the Investor in
connection with the sale of the Securities; 






	 	 4.5	 Authorization.
The execution, delivery and performance by such Investor of the Transaction Documents to
which such Investor is a party have been duly authorized and will each constitute the
valid and legally binding obligation of such Investor, enforceable against such Investor
in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability, relating
to or affecting creditors’ rights generally. 






	 	 4.6	 Purchase
Entirely for Own Account. The Securities are being acquired for such Investor’s
own account, not as nominee or agent, for investment purposes and not with a view to the
resale or distribution of any part thereof in violation of the 1933 Act, and such
Investor has no present intention of selling, granting any participation in, or otherwise
distributing the same in violation of the 1933 Act, without prejudice, however, to such
Investor’s right at all times to sell or otherwise dispose of all or any part of
such Securities in compliance with applicable federal and state securities laws. Nothing
contained herein shall be deemed a representation or warranty by such Investor to hold
the Securities for any period of time. 






	 	 4.7	 Not
a Broker-Dealer. Such Investor is not a broker-dealer registered with the SEC under
the 1934 Act or engaged in a business that would require it to be so registered, nor is
it an Affiliate of a such a broker-dealer or any Person engaged in a business that would
require it to be registered as a broker-dealer. 






	 	4.8 	Not
an Underwriter. Such Investor is not an underwriter of the Company's Common Shares
nor is it an Affiliate of an underwriter of the Company's Common Shares. 






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	 	4.9	Investment
Experience. Such Investor acknowledges that the purchase of the Securities is a
speculative investment and that it can bear the economic risk and complete loss of its
investment in the Securities and has such knowledge and experience in financial or
business matters that it is capable of evaluating the merits and risks of the investment
contemplated hereby. 






	 	4.10	Disclosure
of Information. Such Investor has had an opportunity to receive, and fully and
carefully review, all information related to the Company and the Securities requested by
it and to ask questions of and receive answers from the Company regarding the Company,
its business and the terms and conditions of the offering of the Securities. Neither such
inquiries nor any other due diligence investigation conducted by such Investor shall
modify, amend or affect such Investor’s right to rely on the Company’s
representations and warranties contained in this Agreement. Such Investor acknowledges
that it has received, and fully and carefully reviewed, the Private Placement Memorandum
describing the offering of the Securities. Such Investor acknowledges that it has
received, and fully and carefully reviewed, copies of the SEC Documents, either in hard
copy or electronically through the SEC’s EDGAR system. Such Investor understands
that its investment in the Securities involves a significant degree of risk. Such Investor’s
decision to enter into this Agreement and the Registration Rights Agreement has been made
based solely on the independent evaluation of the Investor and its representatives. 






	 	4.11 	Restricted
Securities. Such Investor understands that except as provided in the Registration
Rights Agreement, the sale or re-sale of the Securities has not been and is not being
registered under the 1933 Act or any applicable state securities laws, and the
Securities, as applicable, may not be transferred unless: 






	 	(a) 	they
are sold pursuant to an effective registration statement under the 1933
               Act; or  






	 	(b) 	they
are being sold pursuant to a valid exemption from the registration
               requirements of the 1933 Act and, if required by the Company, such
Investor                shall have delivered to the Company, at the Investor’s sole
cost and                expense, an opinion of counsel that shall be in form, substance
and scope                customary for opinions of counsel in comparable transactions to
the effect that                the Shares and Warrant Shares, as applicable, to be sold
or transferred may be                sold or transferred pursuant to an exemption from
the registration requirements                of the 1933 Act, which opinion shall be
reasonably acceptable to the Company; or  






	 	(c) 	they
are sold or transferred to an “affiliate” (as defined in Rule
               144) of such Investor who agrees to sell or otherwise transfer the
Securities                only in accordance with this Section 4.11 and who is an
accredited investor, or  






	 	(d) 	they
are sold pursuant to Rule 144.  






	 	
Notwithstanding
the foregoing or anything else contained herein to the contrary, the Securities may be
pledged as collateral in connection with a bona fide margin account or other
lending arrangement. 






	 	4.12 	Accredited
Investor. Such Investor is an accredited investor as defined in Rule 501(a) of
Regulation D, as amended, under the 1933 Act. ("Regulation D").  







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	 	4.13 	No
General Solicitation. Such Investor did not learn of the investment in the Securities
as a result of any public advertising or general solicitation, and is
not aware of any public advertisement or general solicitation in respect
of the Company or its securities. 






	 	4.14 	Brokers
and Finders. No Investor will have, as a result of the transactions contemplated by
the Transaction Documents, any valid right, interest or claim against or upon the
Company, any Subsidiary or any other Investor for any commission, fee or other
compensation pursuant to any agreement, arrangement or understanding entered into by or
on behalf of such Investor. 






	 	4.15 	Prohibited
Transactions. During the last thirty (30) days prior to the date hereof, neither the
Investor nor any Affiliate of the Investor which (x) had knowledge of the transactions
contemplated hereby, (y) has or shares discretion relating to the Investor’s
investments or trading or information concerning such Investor’s investments,
including in respect of the Securities, or (z) is subject to the Investor’s review
or input concerning such Affiliate’s investments or trading (collectively, “Trading
Affiliates”) has, directly or indirectly, effected or agreed to effect: 






	 	(a) 	any
purchase or long sale of the Company’s securities; or  






	 	(b) 	any
short sale, whether or not against the box, established any “put
               equivalent position” (as defined in Rule 16a-1(h) under the 1934 Act)
with                respect to the Common Stock, granted any other right (including,
without                limitation, any put or call option) with respect to the Common
Stock or with                respect to any security that includes, relates to or derived
any significant                part of its value from the Common Stock or otherwise
sought to hedge its                position in the Securities (each of such transactions
specified in this clause                (b), a “Prohibited Transaction”).  






	 	4.16 	Governmental
Review. Such Investor understands that no United States federal or state agency or
any other government or governmental agency has passed upon or made any recommendation or
endorsement of the Securities. 






	 	4.17 	Residency.
Such Investor is a resident of the jurisdiction set forth in the Investor
Questionnaire provided separately. 






	 	4.18 	Reliance
on Exemptions. The Investor understands that the Securities are being offered and
sold to it in reliance upon specific exemptions from the registration requirements of
United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Investor’s compliance with, the representations,
warranties, agreements, acknowledgments and understandings of the Investor set forth
herein in order to determine the availability of such exemptions and the eligibility of
the Investor to acquire the Securities. All of the information which the Investor has
provided to the Company is correct and complete as of the date this Agreement is signed,
and if there should be any change in such information prior to the Closing, the Investor
will immediately provide the Company with such information. 






	5.  	COVENANTS
OF THE INVESTOR  






	 	5.1 	No
Prohibited Transactions. Each Investor, severally and not jointly, hereby covenants
that it shall not, and shall cause its Trading Affiliates not to, engage, directly or
indirectly, in a Prohibited Transaction until the date that the Investor has exercised
all of its Warrants or the right to exercise all of its Warrants has expired. This
covenant shall survive each Closing for a period of five years but shall not survive the
termination of this Agreement if it is terminated according to its terms prior to a
Closing. 






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	6.  	COVENANTS
OF THE COMPANY  






	 	6.1 	Furnishing
of Information. Until the date that any Investor owning Shares or Warrant Shares may
sell all of them under Rule 144 of the Securities Act (or any successor provision)
without restriction, the Company covenants to use its commercially reasonable efforts to
(a) timely file (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof
pursuant to the Exchange Act and (b) make and keep adequate “current public
information” (as such term is described in Rule 144) available. 






	 	6.2 	Filing
of Tax Reports. The Company shall, and shall cause each of its Subsidiaries to, use
commercially reasonable efforts to (a) prepare and file all delinquent tax returns
required to be filed by each of them in all required jurisdictions and (b) timely file
(or obtain extensions in respect thereof and file within the applicable grace period) all
tax reports required to be filed by the Company and its Subsidiaries after the date
hereof pursuant to applicable tax laws. 






	 7.  	 REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.






	 	
The
Company represents, warrants and covenants to the Investors that:  






	 	7.1 	Organization;
Execution, Delivery and Performance. 






	 	(a) 	The
Company and each Subsidiary is a corporation duly organized, validly
               existing and in good standing under the laws of the jurisdiction in which
it is                incorporated or organized, with full power and authority (corporate
and other)                to own, lease, use and operate its properties and to carry on
its business as                and where now owned, leased, used, operated and conducted.
The Company is duly                qualified as a foreign corporation to do business and
is in good standing in                every jurisdiction in which its ownership or use of
property or the nature of                the business conducted by it makes such
qualification necessary except where the                failure to be so qualified or in
good standing would not have a Material Adverse                Effect.  






	 	(b) 	Subsidiaries.
The Company has no Subsidiaries other than those listed in                Schedule 7.1(b)
hereto. Except as disclosed in Schedule 7.1(b) hereto, the                Company owns,
directly or indirectly, all of the capital stock or comparable                equity
interests of each Subsidiary free and clear of any Lien and all of the
               issued and outstanding shares of capital stock or comparable equity
interest of                each Subsidiary are validly issued and are fully paid,
non-assessable and free                of preemptive and similar rights. The Company has
the unrestricted right to                vote, and (subject to limitations imposed by
applicable law) to receive                dividends and distributions on, all capital
stock or other equity securities of                its Subsidiaries that are owned by the
Company.  






	 	(c) 	(i)	
The Company has all requisite corporate power and authority to enter into
               and perform the Transaction Documents and to consummate the transactions
               contemplated hereby and thereby and to issue the Securities in accordance
with                the terms hereof and thereof;  






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	 	(ii) 	the
execution and delivery of the Transaction Documents by the Company and the
               consummation by the Company of the transactions contemplated hereby and
thereby                have been duly authorized by the Company’s Board of Directors
and no                further consent or authorization of the Company, its Board of
Directors, or its                stockholders, is required except as contemplated by this
Agreement;  






	 	(iii) 	each
of the Transaction Documents has been duly executed and delivered by the
               Company by its authorized representative, and such authorized
representative is                a true and official representative with authority to
sign each such document and                the other documents or certificates executed
in connection herewith and bind the                Company accordingly; and  






	 	(iv) 	each
of the Transaction Documents constitutes, and upon execution and delivery
               thereof by the Company will constitute, a legal, valid and binding
obligation of                the Company enforceable against the Company in accordance
with its terms, except                to the extent limited by applicable bankruptcy,
insolvency, reorganization,                moratorium or other laws of general
application affecting enforcement of                creditors’ rights and general
principles of equity that restrict the                availability of equitable or legal
remedies.  






	 	7.2 	Shares
and Warrants Duly Authorized. The Shares to be issued to each such Investor
pursuant to this Agreement, when issued and delivered in accordance with the terms of
this Agreement, will be duly and validly issued and will be fully paid and nonassessable
and free from all taxes or Liens with respect to the issue thereof and shall not be
subject to preemptive rights or other similar rights of stockholders of the Company. The
Warrant Shares will be duly authorized and reserved for future issuance and, upon
exercise of the Warrants in accordance with their terms, will be duly and validly issued,
fully paid and non-assessable, and free from all taxes or Liens with respect to the issue
thereof and shall not be subject to preemptive rights or other similar rights of
stockholders of the Company. 






	 	7.3 	No
Conflicts. Except as disclosed in Schedule 7.3, the execution, delivery and
performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without
limitation, the issuance and reservation for issuance of the Warrant Shares) will not: 






	 	(a) 	conflict
with or result in a violation of any provision of the Articles of           Incorporation
or By-laws; or  









	 	(b) 	violate
or conflict with, or result in a breach           of any provision of, or constitute a
default (or an  event
which with notice or lapse of time or both could become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture, patent, patent license or instrument to which the Company is a
party, except for possible violations, conflicts or defaults as would not, individually or
in the aggregate, have a Material Adverse Effect; or








	 	(c) 	result
in a violation of any law, rule, regulation, order, judgment or decree
               (including federal and state securities laws and regulations and
regulations of                any self-regulatory organizations to which the Company or
its securities are                subject) applicable to the Company or by which any
property or asset of the                Company is bound or affected.  







- 10 -







	 	
The
Company is not in violation of its Articles of Incorporation, By-laws or other
organizational documents. The Company is not in default (and no event has occurred which
with notice or lapse of time or both could put the Company in default) under, and the
Company has not taken any action or failed to take any action that would give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company is a party or by which any property or
assets of the Company is bound or affected, except for possible defaults as would not,
individually or in the aggregate, have a Material Adverse Effect. The businesses of the
Company are not being conducted in violation of any law, rule ordinance or regulation of
any governmental entity, except for possible violations which would not, individually or
in the aggregate, have a Material Adverse Effect. Except as required under the 1933 Act,
the 1934 Act, or any applicable state securities laws, the Company is not required to
obtain any consent, authorization or order of, or make any filing or registration with,
any court, governmental agency, regulatory agency, self regulatory organization or stock
market or any third party in order for it to execute, deliver or perform any of its
obligations under this Agreement or the Warrants in accordance with the terms hereof or
thereof or to issue and sell the Shares and Warrants in accordance with the terms hereof
and to issue the Warrant Shares upon exercise of the Warrants. All consents,
authorizations, orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence have been obtained or effected on or prior to the date
hereof or will be obtained or effected in a timely manner following the Closing Date. 






	 	7.4 	Capitalization.
As of September 22, 2008, the authorized capital stock of the Company consists solely of
250,000,000 shares of Common Stock, of which 64,387,764 shares are issued and
outstanding, 7,831,436 shares are reserved for issuance pursuant to options granted under
the Company’s stock option plan, and 47,500,000 shares are reserved for issuance
pursuant to securities (other than the Warrants) exercisable for, or convertible into or
exchangeable for shares of Common Stock. Except as described above, in the SEC Documents
(as such term is defined below) or Schedule 7.4 annexed hereto: 






	 	(a) 	there
are no outstanding options, warrants, scrip, rights to subscribe for,
               puts, calls, rights of first refusal, agreements, understandings, claims
or                other commitments or rights of any character whatsoever relating to, or
               securities or rights convertible into or exchangeable for any shares of
capital                stock of the Company, or arrangements by which the Company is or
may become                bound to issue additional shares of capital stock of the
Company;  






	 	(b) 	other
than the Registration Rights Agreement there are no agreements or
               arrangements under which the Company is obligated to register the sale of
any of                its securities under the 1933 Act (except for the registration
rights provisions                contained herein); and  






	 	(c) 	there
are no anti-dilution or price adjustment provisions contained in any
               security issued by the Company (or in any agreement providing rights to
security                holders) that will be triggered by the issuance of the Shares,
the Warrants or                the Warrant Shares. All of such outstanding shares of
capital stock are, or upon                issuance will be, duly authorized, validly
issued, fully paid and nonassessable.                No shares of capital stock of the
Company are subject to preemptive rights or                any other similar rights of
the stockholders of the Company or any Lien imposed                through the actions or
failure to act of the Company.  






- 11 -







	 	7.5 	SEC
Information.  






	 	(a) 	Except
as set forth in Schedule 7.5, since April 30, 2007, the Company has                timely
filed (subject to 12b-25 filings with respect to certain periodic                filings)
all reports, schedules, forms, statements and other documents required                to
be filed by it with the SEC pursuant to the reporting requirements of the
               1934 Act (all of the foregoing and all other documents filed with the SEC
from                April 30, 2007 to the date hereof and all exhibits included therein
and                financial statements and schedules thereto and documents incorporated
by                reference therein, being hereinafter referred to herein as the “SEC
               Documents”). The SEC Documents have been made available to the
               Investors via the SEC’s EDGAR system. Except as set forth on Schedule
7.5                to this Agreement, as of their respective dates the SEC Documents
complied in                all material respects with the requirements of the 1934 Act
and the rules and                regulations of the SEC promulgated thereunder applicable
to the SEC Documents,                and none of the SEC Documents, at the time they were
filed with the SEC,                contained any untrue statement of a material fact or
omitted to state a material                fact required to be stated therein or
necessary in order to make the statements                therein, in light of the
circumstances under which they were made, not                misleading. In addition, as
of each Closing, the SEC Documents, together with                any additional documents
filed with the SEC after the date hereof and through                the date of Closing,
when taken in their entirety, shall not contain any untrue                statements of a
material fact or omit to state a material fact required to be                stated
therein or necessary in order to make the statements therein, in light of
               the circumstances under which they were made, not misleading. As of their
               respective dates, the financial statements of the Company included in the
SEC                Documents (“Company Financial Statements”) complied
as to form                in all material respects with applicable accounting
requirements and the                published rules and regulations of the SEC with
respect thereto. The Company                Financial Statements have been prepared in
accordance with United States                generally accepted accounting principles (“GAAP”),
consistently                applied, during the periods involved (except:  






	 	(i) 	as
may be otherwise indicated in such financial statements or the notes thereto;
               or  






	 	(ii) 	in
the case of unaudited interim statements, to the extent they may not include
               footnotes or may be condensed or summary statements) and fairly present in
all                material respects the consolidated financial position of the Company
and its                consolidated Subsidiaries, if any, as of the dates thereof and the
consolidated                results of their operations and cash flows for the periods
then ended (subject,                in the case of unaudited statements, to normal
year-end audit adjustments).  






	 	
Except
as set forth in the Company Financial Statements, the Company has no liabilities,
contingent or otherwise, other than: 






	 	(i) 	liabilities
incurred in the ordinary course of business subsequent to December                31,
2007; and  






	 	(ii) 	obligations
under contracts and commitments incurred in the ordinary course of
               business and not required under generally accepted accounting principles
to be                reflected in such financial statements, which, individually or in
the aggregate,                are not material to the financial condition or operating
results of the Company.  






	 	(b) 	The
shares of Common Stock are currently quoted on the OTCBB. The Company has
               not received notice (written or oral) from the OTCBB to the effect that
the                Company is not in compliance with the continuing requirements of the
OTCBB. The                Company is, and it has no reason to believe that it will not in
the foreseeable                future continue to be, in compliance with all such
maintenance requirements.  






- 12 -







	 	 7.6	 Intellectual
Property. Except as set forth in Schedule 7.6, the Company or its subsidiaries owns
valid title, free and clear of any Liens, or possesses the requisite valid and current
licenses or rights, free and clear of any Liens, to use all Intellectual Property in
connection with the conduct its business as now operated. There is no claim or action by
any person pertaining to, or proceeding pending, or to the Company’s knowledge
threatened, which challenges the right of the Company or of a Subsidiary with respect to
any Intellectual Property necessary to enable it to conduct its business as now operated
(and, to the best of the Company’s knowledge, as presently contemplated to be
operated in the future). To the best of the Company’s knowledge, the Company’s
current and intended products, services and processes do not infringe on any Intellectual
Property or other rights held by any person, and the Company is unaware of any facts or
circumstances which might give rise to any of the foregoing. The Company has not received
any notice of infringement of, or conflict with, the asserted rights of others with
respect to the Intellectual Property. The Company has taken reasonable security measures
to protect the secrecy, confidentiality and value of its Intellectual Property. 






	 	7.7 	Permits;
Compliance. The Company is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exemptions, consents, certificates, approvals
and orders necessary to own, lease and operate its properties and to carry on its
business as it is now being conducted (collectively, the “Company Permits”),
and there is no action pending or, to the knowledge of the Company, threatened regarding
suspension or cancellation of any of the Company Permits. The Company is not in conflict
with, or in default or violation of, any of the Company Permits, except for any such
conflicts, defaults or violations which, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. Since December 31, 2007, the
Company has received no notification with respect to possible conflicts, defaults or
violations of applicable laws, except for notices relating to possible conflicts,
defaults or violations, which conflicts, defaults or violations would not have a Material
Adverse Effect. 






	 	7.8 	Absence
of Litigation. Except as set forth in Schedule 7.8, there is no action, suit, claim,
proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company,
threatened against or affecting the Company, or its businesses, properties or assets or
their officers or directors in their capacity as such, that would have a Material Adverse
Effect. 






	 	7.9 	No
Materially Adverse Contracts, etc. The Company is not subject to any charter,
corporate or other legal restriction, or any judgment, decree, order, rule or regulation
which in the judgment of the Company’s officers has or is expected in the future to
have a Material Adverse Effect. The Company is not a party to any contract or agreement
which has or is reasonably expected to have a Material Adverse Effect. 






	 	7.10 	No
Material Changes. Since December 31, 2007, except as set forth in the Forms
10-Q filed May 15, 2008 and August 14, 2008, or the Forms 8-K or 8-K/A filed February 11,
2008, February 12, 2008, February 19, 2008, February 26, 2008, March 3, 2008, March 6,
2008, March 20, 2008, March 26, 2008, April 8, 2008, May 15, 2008, May 22, 2008, June 17,
2008, June 19, 2008, July 17, 2008 and July 29, 2008, there has not been: 






- 13 -











	 	(a) 	Any
material adverse change in the financial condition, operations or business
               of the Company from that shown on the Company Financial Statements, or any
               material transaction or commitment effected or entered into by the Company
               outside of the ordinary course of business;  






	 	(b) 	Any
effect, change or circumstance which has had, or could reasonably be
               expected to have, a Material Adverse Effect; or  






	 	(c) 	Any
incurrence of any material liability outside of the ordinary course of
               business.  






	 	7.11 	Labor
Matters.  






	 	(a) 	The
Company is not a party to or bound by any collective bargaining agreements
               or other agreements with labor organizations. The Company has not violated
in                any material respect any laws, regulations, orders or contract terms,
affecting                the collective bargaining rights of employees, labor
organizations or any laws,                regulations or orders affecting employment
discrimination, equal opportunity                employment, or employees’ health,
safety, welfare, wages and hours.  






	 	(b) 	The
Company is, and at all times has been, in compliance in all material
               respects with all applicable laws respecting employment (including laws
relating                to classification of employees and independent contractors) and
employment                practices, terms and conditions of employment, wages and hours,
and immigration                and naturalization.  






	 	7.12 	Environmental
Matters. Neither the Company nor any Subsidiary is in violation of any statute, rule,
regulation, decision or order of any governmental agency or body or any court, domestic
or foreign, relating to the use, disposal or release of hazardous or toxic substances or
relating to the protection or restoration of the environment or human exposure to
hazardous or toxic substances (collectively, “Environmental Laws”), owns
or operates any real property contaminated with any substance that is subject to any
Environmental Laws, is liable for any off-site disposal or contamination pursuant to any
Environmental Laws, and is subject to any claim relating to any Environmental Laws, which
violation, contamination, liability or claim has had or could reasonably be expected to
have a Material Adverse Effect, individually or in the aggregate; and there is no pending
or, to the Company’s knowledge, threatened investigation that might lead to such a
claim. 






	 	7.13 	Tax
Matters. None of the Company and its Subsidiaries has made or filed any federal,
state and foreign income or any other tax returns, reports and declarations required by
any jurisdiction to which it is subject and none of them has ever paid any taxes or other
governmental assessments or charges that are material in amount, nor is it aware of any
that have been assessed or are due. There are no unpaid taxes in any material amount
claimed to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim. Neither the Company nor any of its
Subsidiaries have executed a waiver with respect to the statute of limitations relating
to the assessment or collection of any foreign, federal, state or local tax. 






	 	7.14 	Certain
Transactions. Except as set forth on Schedule 7.14, there are no loans, leases,
royalty agreements or other transactions between: 






	 	(a) 	the
Company or any of its customers or suppliers; and  








- 14 -







	 	(b) 	any
officer, employee, consultant or director of the Company or any person
               owning five percent (5%) or more of the capital stock of the Company or
five                percent (5%) or more of the ownership interests of the Company or any
member of                the immediate family of such officer, employee, consultant,
director,                stockholder or owner or any corporation or other entity
controlled by such                officer, employee, consultant, director, stockholder or
owner, or a member of                the immediate family of such officer, employee,
consultant, director,                stockholder or owner.  






	 	7.15 	No
General Solicitation. The Company has not, and to the Company’s knowledge no
Person participating in the Offering on the Company’s behalf in the transactions
contemplated hereby has, conducted any “general solicitation,” as such term is
defined in Regulation D promulgated under the 1933 Act, with respect to any of the
Securities being offered hereby. 






	 	7.16 	No
Integrated Offering. Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf, has directly or indirectly made any offers or sales of any
security or solicited any offers to buy any security under circumstances that would
require registration under the 1933 Act of the issuance of the Securities to the
Investors. The issuance of the Securities to the Investors will not be integrated with
any other issuance of the Company’s securities (past, current or future) for
purposes of any stockholder approval provisions applicable to the Company or its
securities. 






	 	7.17 	No
Brokers. Except as set forth in Section 11.1, the Company has taken no action which
would give rise to any claim by any person for brokerage commissions, transaction fees or
similar payments relating to this Agreement or the transactions contemplated hereby. 






	 	7.18 	ERISA.
The Company has not made or currently makes no contributions to any employee pension
benefit plan for its employees which plan is subject to the Employee Retirement Income
Security Act of l974, as amended from time to time (“ERISA”). 






	 	7.19 	Title
to Property. The Company holds no title in fee simple to any real property. The
Company holds good and marketable title to all personal property owned by it which is
material to the business of the Company, in each case free and clear of all Liens, except
such as are described in Schedule 7.1(b). Any real property and facilities held under
lease by the Company is held under valid, subsisting and enforceable leases. 






	 	7.20 	Insurance.
Except for Directors and Officers' liability insurance, the Company does not
carry any insurance policies. 






	 	7.21 	Internal
Controls. Except as set forth in Schedule 7.21, the Company is in material compliance
with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the
Company and the Company maintains a system of internal accounting controls sufficient to
provide reasonable assurance that: 






	 	(a) 	transactions
are executed in accordance with management’s general or                specific
authorizations;  






	 	(b) 	transactions
are recorded as necessary to permit preparation of financial                statements in
conformity with GAAP and to maintain asset accountability;  






	 	(c) 	access
to assets is permitted only in accordance with management’s general
               or specific authorization; and  







- 15 -







	 	(d) 	the
recorded accountability for assets is compared with the existing assets at
               reasonable intervals and appropriate action is taken with respect to any
               differences.  








	 	
The
Company has established disclosure controls and procedures (as defined in 1934 Act Rules
13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures
to ensure that material information relating to the Company is made known to the
certifying officers by others within those entities, particularly during the period in
which the Company’s most recently filed period report under the 1934 Act, as the
case may be, is being prepared. The Company’s certifying officers have evaluated the
effectiveness of the Company’s controls and procedures as of the end of the period
covered by the most recently filed periodic report under the 1934 Act (such date, the
“Evaluation Date”). The Company presented in its most recently filed
periodic report under the 1934 Act the conclusions of the certifying officers about the
effectiveness of the disclosure controls and procedures based on their evaluations as of
the Evaluation Date. Since the Evaluation Date and except as set forth in the SEC
Documents, there have been no significant changes in the Company’s internal controls
(as such term is defined in Item 308 of Regulation S-K) or, to the Company’s
knowledge, in other factors that could significantly affect the Company’s internal
controls. The Company maintains and will continue to maintain a standard system of
accounting established and administered in accordance with GAAP and the applicable
requirements of the 1934 Act.  






	 	7.22  	Books
and Records. The books of account, ledgers, order books, records and documents of the
Company accurately and completely reflect all material information relating to the
businesses of the Company, the location and collection of its assets, and the nature of
all transactions giving rise to the obligations or accounts receivable of the Company.  






	 	7.23  	FCPA
Matters. Neither the Company, nor any director, officer, agent, employee or other
person acting on behalf of the Company has, in the course of his or her actions for, or
on behalf of, the Company:  






	 	(a) 	used
any corporate funds for any unlawful contribution, gift, entertainment or
               other unlawful expenses relating to political activity;  






	 	(b) 	made
any direct or indirect unlawful payment to any foreign or domestic
               government official or employee from corporate funds;  






	 	(c) 	violated
or is in violation of any provision of the U.S. Foreign Corrupt
               Practices Act of 1977, as amended; or  






	 	(d) 	made
any bribe, rebate, payoff, influence payment, kickback or other unlawful
               payment to any foreign or domestic governmental or private official or
person.  






	 	7.24  	Disclosure.
All information relating to or concerning the Company and its officers, directors,
employees, customers or clients (including, without limitation, all information regarding
the Company’s internal financial accounting controls and procedures):  






	 	(a) 	set
forth in this Agreement is true and correct in all material respects, and  






	 	(b) 	as
disclosed in any SEC Document or exhibit or certification thereto was true
               and correct in all material respects at the time it was disclosed, and
the Company has not omitted to state any material fact necessary in order to make the
statements made herein or therein, in light of the circumstances under which they were
made, not misleading.  






- 16 -












	 	7.25 	Form
D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities
as required under Regulation D and to provide a copy thereof to National Securities
Corporation, the Placement Agent, promptly after such filing. The Company shall, on or
before the Closing Date, take such action as the Company shall reasonably determine is
necessary to qualify the Securities for sale to the Investors in the applicable closing
pursuant to this Agreement under applicable securities or “blue sky” laws of
the states of the United States (or to obtain an exemption from such qualification), and
shall provide evidence of any such action so taken to National Securities Corporation on
or prior to the Closing Date. 






	 	7.26 	Public
Information. At any time during the period commencing from the six (6) month
anniversary of the First Closing Date and ending at such time that all of the Shares,
Warrant Shares or Placement Agent Warrant Shares (as defined in the Registration Rights
Agreement) can be sold either pursuant to a registration statement, or if a registration
statement is not available for the resale of all of such securities, may be sold without
the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise
without restriction or limitation pursuant to Rule 144, if the Company shall fail for any
reason to satisfy the current public information requirement under Rule 144(c) (a “Public
Information Failure”) then, as the sole economic remedy for the damages to any
holder of Securities by reason of any such delay in or reduction of its ability to sell
the Shares, Warrant Shares or Placement Agent Warrant Shares (which remedy shall not be
exclusive of any other remedies available in equity, including, without limitation,
specific performance), the Company shall pay to each such holder an amount in cash equal
to three (3.0%) percent of the aggregate Purchase Price of such holder’s Securities
on the day of a Public Information Failure and on every thirtieth day (pro rated for
periods totaling less than thirty days) thereafter until the earlier of (i) the date such
Public Information Failure is cured and (ii) such time that such public information is no
longer required pursuant to Rule 144. The payments to which a holder shall be entitled
pursuant to this Section 7.26 are referred to herein as “Public Information Failure
Payments” Public Information Failure Payments shall be paid on the earlier of (I)
the last day of the calendar month during which such Public Information Failure Payments
are incurred and (II) the fifth Business Day after the event or failure giving rise to
the Public Information Failure Payments is cured. In the event the Company fails to make
Public Information Failure Payments in a timely manner, such Public Information Failure
Payments shall bear interest at the rate of 1.5% per month (prorated for partial months)
until paid in full. 






	 	7.27 	Registration
Rights. Except as contemplated pursuant to this Agreement or as set forth on Schedule
7.27 to this Agreement, the Company has not granted or agreed to grant to any Person any
rights (including “piggy-back” registration rights) to have any securities of
the Company registered pursuant to the Registration Rights Agreement that have not been
satisfied or waived. 






	8.  	TRANSFER
RESTRICTIONS.  






	 	8.1 	Transfer
or Resale. Except as provided in the Registration Rights Agreement, the resale of the
Securities by the Investor has not been and will not be registered under the 1933 Act or
any applicable state securities laws, and the none of the Securities may be transferred
or sold by the Investor unless: 







- 17 -







	 	(a) 	they
are sold pursuant to an effective registration statement under the 1933
               Act;  






	 	(b) 	they
are being sold pursuant to a valid exemption from the registration
               requirements of the 1933 Act and, if required by the Company, the Investor
shall                have delivered to the Company, at the Investor’s sole cost and
expense, an                opinion of counsel that shall be in form, substance and scope
customary for                opinions of counsel in comparable transactions to the effect
that the Securities                to be sold or transferred may be sold or transferred
pursuant to an exemption                from the registration requirements of the 1933
Act, which opinion shall be                reasonably acceptable to the Company;  






	 	(c) 	the
Securities are sold or transferred to an “affiliate” (as defined
               in Rule 144 promulgated under the 1933 Act (or a successor rule (“Rule
               144”)) of the Investor who agrees to sell or otherwise transfer the
               Securities only in accordance with this Section 8.1  






	 	(d) 	and
who is an Accredited Investor; or  






	 	(e) 	the
Securities are sold pursuant to Rule 144.  






	 	8.2 	Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer
agent, substantially in the form attached hereto as Exhibit C, to issue certificates,
registered in the name of each Investor or its nominee, for any Shares or Warrant Shares
in such amounts as specified from time to time by each Investor to the Company upon
exercise of the Warrants in accordance with the terms thereof (the “Irrevocable
Transfer Agent Instructions”). Prior to registration of the Warrant Shares under
the 1933 Act or the date on which the Shares or Warrant Shares may be sold pursuant to
Rule 144 without any restriction as to the number of Securities as of a particular date
that can then be immediately sold, all such certificates shall bear the restrictive
legend specified in Section 3.2 of this Agreement. Nothing in this Section shall affect
in any way the Investor’s obligations and agreement set forth in Section 8.1 hereof
to comply with all applicable prospectus delivery requirements, if any, upon re-sale of
the Securities. If an Investor provides the Company with a customary opinion of counsel,
that shall be in form, substance and scope reasonably acceptable to such counsel, to the
effect that a public sale or transfer of such Securities may be made without registration
under the 1933 Act and such sale or transfer is effected, the Company shall permit the
transfer, and, in the case of the Shares or Warrant Shares, promptly instruct its
transfer agent to issue one or more certificates, free from restrictive legend, in such
name and in such denominations as specified by such Investor. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the
Investors, by vitiating the intent and purpose of the transactions contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations under this Section 8.2 may be inadequate and agrees, in the event of a breach
or threatened breach by the Company of the provisions of this Section, that the Investors
shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach and requiring immediate transfer, without the necessity of showing
economic loss and without any bond or other security being required. 






	9.  	CONDITIONS
TO CLOSING OF THE INVESTORS.  






	 	
The
obligation of each Investor to purchase the Securities at the Closing is subject to the
fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the
following conditions, any of which may be waived by such Investor (as to itself only):  






- 18 -







	 	9.1 	Representations
and Warranties. The representations and warranties made by the Company in Section 7
hereof qualified as to materiality shall be true and correct at all times prior to and on
the Closing Date, except to the extent any such representation or warranty expressly
speaks as of an earlier date, in which case such representation or warranty shall be true
and correct as of such earlier date, and, the representations and warranties made by the
Company in Section 7 hereof not qualified as to materiality shall be true and correct in
all material respects at all times prior to and on the Closing Date, except to the extent
any such representation or warranty expressly speaks as of an earlier date, in which case
such representation or warranty shall be true and correct in all material respects as of
such earlier date. The Company shall have performed in all material respects all
obligations and covenants herein required to be performed by it on or prior to the
Closing Date. 






	 	9.2 	Authority
to Issue Shares and Warrant Shares. The Shares to be issued to each such Investor
pursuant to this Agreement shall have been duly and validly authorized to be issued as
fully paid and nonassessable shares of the Company, free from all taxes or Liens with
respect to the issue thereof and shall not be subject to preemptive rights or other
similar rights of stockholders of the Company. The Warrant Shares shall have been duly
authorized and reserved for future issuance upon exercise of the Warrants in accordance
with their terms, as duly and validly issued, fully paid and non-assessable shares of the
Company, free from all taxes or Liens with respect to the issue thereof and not subject
to preemptive rights or other similar rights of stockholders of the Company 






	 	9.3 	Approvals.
The Company shall have obtained any and all consents, permits, approvals, registrations
and waivers necessary or appropriate for consummation of the purchase and sale of the
Securities and the consummation of the other transactions contemplated by the Transaction
Documents, all of which shall be in full force and effect. 






	 	9.4 	Judgments,
Etc. No judgment, writ, order, injunction, award or decree of or by any court, or
judge, justice or magistrate, including any bankruptcy court or judge, or any order of or
by any governmental authority, shall have been issued, and no action or proceeding shall
have been instituted by any governmental authority, enjoining or preventing the
consummation of the transactions contemplated hereby or in the other Transaction
Documents. 






	 	9.5 	Stop
Orders. No stop order or suspension of trading shall have been imposed by the SEC or
any other governmental or regulatory body having jurisdiction over the Company or the
market(s) where the Company’s Common Stock is listed or quoted, with respect to
public trading in the Common Stock. 






	 	9.6 	Company
CEO/CFO Certificate. The Company shall have delivered a Certificate, executed on
behalf of the Company by its Chief Executive Officer or its Chief Financial Officer,
dated as of the Closing Date, certifying to the fulfillment of the conditions specified
in subsections 9.1, 9.4, 9.5 and 9.5. 






	 	9.7 	Company
Secretary Certificate. The Company shall have delivered a Certificate, executed on
behalf of the Company by its Secretary, dated as of the Closing Date, certifying the
resolutions adopted by the Board of Directors of the Company approving the transactions
contemplated by this Agreement and the other Transaction Documents and the issuance of
the Securities, certifying the current versions of the Articles of Incorporation and
Bylaws of the Company and certifying as to the signatures and authority of persons
signing the Transaction Documents and related documents on behalf of the Company. The
foregoing certificate shall only be required to be delivered on the First Closing Date,
unless any material information contained in the certificate has changed. 







- 19 -







	 	9.8 	Opinion
of Counsel. The Investors and National Securities Corporation shall have received an
opinion from Clark Wilson LLP, the Company’s counsel, dated as of the Closing Date,
substantially in the form attached to the Placement Agency Agreement between the Company
and National Securities Corporation. 






	 	9.9 	Registration
Rights Agreement. The Company shall have executed and delivered the Registration
Rights Agreement. 






	10.  	CONDITIONS
TO CLOSING OF THE COMPANY.  






	 	
The
obligations of the Company to effect the transactions contemplated by this Agreement are
subject to the fulfillment at or prior to each Closing Date of the conditions listed
below. 






	 	10.1 	Representations
and Warranties. The representations and warranties made by the Investors in Section 4
shall be true and correct in all material respects at the time of Closing as if made on
and as of such date. 






	 	10.2 	Corporate
Proceedings. All corporate and other proceedings required to be undertaken by the
Investor in connection with the transactions contemplated hereby shall have occurred and
all documents and instruments incident to such proceedings shall be reasonably
satisfactory in substance and form to the Company. 






	 	10.3 	Agreements.
Such Investor shall have completed and executed this Agreement, the Registration Rights
Agreement and the investor questionnaire, and delivered the same to the Company 






	 	10.4 	Purchase
Price. The Investors shall have delivered or caused to be delivered the Purchase
Price to the Company. 






	 	10.5 	Minimum
Amount. The Minimum Amount shall have been raised. 






	11.  	MISCELLANEOUS.  






	 	11.1 	Compensation
of Brokers. The Investor acknowledges that it is aware that National Securities
Corporation will receive from the Company, in consideration of its services as placement
agent in respect of the transactions contemplated hereby : 






	 	(a) 	a
success fee of an aggregate 10% of the Purchase Price of the Units sold at
               each Closing, payable in cash (5% of the Purchase Price of Units sold to
               investors introduced by the Company); and  






	 	(b) 	a
warrant to purchase a number of shares of Common Stock equal to 10% of the
               Shares sold at each Closing (5% of the Shares sold at each Closing to
investors                introduced by the Company) at an exercise price of $0.35 per
share.  






	 	
In
addition, the Investor acknowledges that it is aware that National Securities Corporation
will receive from the Company a non-accountable expense allowance equal to 1.5% of the
gross proceeds from the sale of the Units at each Closing (0.75% of the gross proceeds
from the sale of Units at each Closing sold to investors introduced by the Company). 







- 20 -







	 	11.2 	Notices.
All notices, requests, demands and other communications provided in connection with this
Agreement shall be in writing and shall be deemed to have been duly given at the time
when hand delivered, delivered by express courier, or sent by facsimile (with receipt
confirmed by the sender’s transmitting device) in accordance with the contact
information provided below or such other contact information as the parties may have duly
provided by notice. 






	 	(a) 	The
Company:  







	 		                  Global Energy, Inc.

                  415 Madison Avenue, 15th Floor

                  New York, NY 10017

                  Telephone: (646)  673-8435

                  Facsimile:  (646) 673-8401 and 011 972 77 2285678

                  Attention: Mr. Asi Shalgi

                  Chief Executive Officer 









	 	
With
a copy to:  






	 	                  Clark Wilson LLP

                  800 - 885 W. Georgia Street

                  Vancouver, BC  V6C 3H1  Canada

                  Telephone: (604) 643-3153

                  Facsimile: (604) 687-6314

                  Attention: Bernard Pinsky, Esq.
 











	 	(b) 	The
Investors:  






	 	
As
per the contact information provided on the signature page hereof.  






	 	(c) 	National
Securities Corporation:  








	 	                  National Securities Corporation

                  875 N. Michigan Avenue, Suite 1560

                  Chicago, IL 60611

                  Facsimile. (312) 751-0769

                  Attention: Brian Friedman

                  Managing Director
 









	 	
With
a copy to:  








	 	                  Littman Krooks, LLP

                  655 Third Avenue, 20th Floor

                  New York, NY 10017

                  Facsimile:  (212) 490-2990

                  Attention:  Steven D. Uslaner, Esq.
 






- 21 -











	 	11.3 	Survival
of Representations and Warranties.  






	 	
Each
party hereto covenants and agrees that the representations and warranties of such party
contained in this Agreement shall survive the Closing. 






	 	11.4 	Indemnification.  






	 	(a) 	The
Company agrees to indemnify and hold harmless each Investor and its
               Affiliates and their respective directors, officers, employees and agents
(the                “Investor Indemnitees”) from and against any and all
losses,                claims, damages, liabilities and expenses (including without
limitation                reasonable attorney fees and disbursements and other expenses
incurred in                connection with investigating, preparing or defending any
action, claim or                proceeding, pending or threatened and the costs of
enforcement thereof)                (collectively, “Losses”) to which
such Investor Indemnitees may                become subject as a result of any breach of
representation, warranty, covenant                or agreement made by the Company under
the Transaction Documents and will                reimburse any such Investor Indemnitees
for all such amounts as they are                incurred by such Investor Indemnitees.  






	 	(b) 	Each
Investor agrees to indemnify and hold harmless the Company and its
               Affiliates and their respective directors, officers, employees and agents
               (collectively, the “Company Indemnitees”) from and
against any                and all Losses to which such Company Indemnitees may become
subject as a result                of any breach of representation, warranty, covenant or
agreement made by or to                be performed on the part of such Investors under
the Transaction Documents, and                will reimburse any such Company Indemnitees
for all such amounts as they are                incurred by such Company Indemnitees.  






	 	(c) 	Promptly
after receipt by any Investor Indemnitees or Company Indemnitees, as
               applicable, of notice of any demand, claim or circumstances which would or
might                give rise to a claim or the commencement of any action, proceeding
or                investigation in respect of which indemnity may be sought pursuant to
Section                11.4, such Investor Indemnitees or Company Indemnitees, as
applicable, shall                promptly notify the other Party in writing and such
other Party shall assume the                defense thereof, including the employment of
counsel reasonably satisfactory to                such Investor Indemnitees or Company
Indemnitees, as applicable, and shall                assume the payment of all fees and
expenses; provided, however,that the failure of any Investor Indemnitees or
Company Indemnitees, as                applicable, so to notify the other Party shall not
relieve the other Party of                its obligations hereunder except to the extent
that the other Party is                materially prejudiced by such failure to notify.
In any such proceeding, any                Investor Indemnitees or Company Indemnitees,
as applicable, shall have the right                to retain its own counsel, but the
fees and expenses of such counsel shall be at                the expense of such Investor
Indemnitees or Company Indemnitees, as applicable,                unless:  






	 	(i) 	the
Parties shall have mutually agreed to the retention of such counsel; or  






	 	(ii) 	in
the reasonable judgment of counsel to such Investor Indemnitees or Company
               Indemnitees, as applicable, representation of both parties by the same
counsel                would be inappropriate due to actual or potential differing
interests between                them.  






- 22 -







	 	
The
other Party shall not be liable for any settlement of any proceeding effected without its
written consent, which consent shall not be unreasonably withheld, but if settled with
such consent, or if there be a final judgment for the plaintiff, the other Party shall
indemnify and hold harmless such Investor Indemnitees or Company Indemnitees, as
applicable, from and against any loss or liability (to the extent stated above) by reason
of such settlement or judgment. Without the prior written consent of the Investor
Indemnitees or Company Indemnitees, as applicable, which consent shall not be
unreasonably withheld, the other Party shall not effect any settlement of any pending or
threatened proceeding in respect of which any Investor Indemnitees or Company
Indemnitees, as applicable, is or could have been a party and indemnity could have been
sought hereunder by such Investor Indemnitees or Company Indemnitees, as applicable,
unless such settlement includes an unconditional release of such Investor Indemnitees or
Company Indemnitees, as applicable, from all liability arising out of such proceeding. 






	 	11.5 	Entire
Agreement. This Agreement contains the entire agreement between the parties hereto in
respect of the subject matter contained herein and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject matter
contained herein. 






	 	11.6 	Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto
and their respective permitted successors and assigns, and, except for National
Securities Corporation, which is specifically agreed to be and acknowledged by each party
as a third party beneficiary hereof, is not for the benefit of, nor may any provision
hereof be enforced by, any other person. 






	 	11.7 	Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the
parties and their successors and assigns. Neither the Company nor any Investor shall
assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. 






	 	11.8 	Independent
Nature of Investors’ Obligations and Rights. The obligations of each Investor
under any Transaction Document are several and not joint with the obligations of any
other Investor, and neither the Company nor any other Investor shall be responsible in
any way for the performance of the obligations of any other Investor under any
Transaction Document. Nothing contained herein or in any other Transaction Document, and
no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute
the Investors as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Investors are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by the
Transaction Documents and the Company acknowledges that the Investors are not acting in
concert or as a group with respect to such obligations or the transactions contemplated
by the Transaction Documents. Each Investor confirms that it has independently
participated in the negotiation of the transaction contemplated hereby with the advice of
its own counsel and advisors. Each Investor shall be entitled to independently protect
and enforce its rights, including, without limitation, the rights arising out of this
Agreement or out of any other Transaction Document, and it shall not be necessary for any
other Investor to be joined as an additional party in any proceeding for such purpose. 






	 	11.9 	Publicity.
The Company and National Securities Corporation shall have the right to review a
reasonable period of time before issuance of any press releases or any other public
statements with respect to the transactions contemplated hereby; provided, however,
that the Company shall be entitled, without the prior approval of National Securities
Corporation or the Investors, to make any press release or SEC or other regulatory
filings with respect to such transactions as is required by applicable law and
regulations (although National Securities Corporation shall be consulted by the Company
in connection with any press release prior to its release and shall be provided with a
copy thereof and be given an opportunity to comment thereon). 






- 23 -







	 	11.10 	Binding
Effect; Benefits. This Agreement and all the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and
permitted assigns; nothing in this Agreement, expressed or implied, is intended to confer
on any persons other than the parties hereto or their respective successors and permitted
assigns, any rights, remedies, obligations or liabilities under or by reason of this
Agreement. 






	 	11.11 	Amendment;
Waivers. All modifications, amendments or waivers to this Agreement shall require the
written consent of both the Company and a majority in interest of the Investors (based on
the number of Units purchased hereunder). 






	 	11.12 	Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed
by, and construed in accordance with, the internal laws of the State of New York without
regard to the choice of law principles thereof. Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York located in
New York County and the United States District Court for the Southern District of New
York for the purpose of any suit, action, proceeding or judgment relating to or arising
out of this Agreement and the transactions contemplated hereby. Each of the parties
hereto irrevocably consents to the jurisdiction of any such court in any such suit,
action or proceeding and to the laying of venue in such court. Each party hereto
irrevocably waives any objection to the laying of venue of any such suit, action or
proceeding brought in such courts and irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an inconvenient forum.
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER. 






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






	 	11.14 	Counterparts.
This agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, and all of which shall constitute one and the same document. in
the event that any signature (including a financing signature page) is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or
“.pdf” signature page were an original thereof. 






	 	11.15 	Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof but shall be
interpreted as if it were written so as to be enforceable to the maximum extent permitted
by applicable law, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction. To the
extent permitted by applicable law, the parties hereby waive any provision of law which
renders any provision hereof prohibited or unenforceable in any respect. 






[SIGNATURE PAGES
IMMEDIATELY FOLLOW] 



- 24 -
















        IN
WITNESS WHEREOF, the undersigned Investors and the Company have caused this Securities
Purchase Agreement to be duly executed as of the date first above written. 




			 GLOBAL ENERGY INC.



By: /s/  Asi Shalgi
——————————————

Asi Shalgi
CEO









			INVESTORS:


The
Investors executing the Signature Page in the form attached hereto as Annex A and
delivering the same to the Company or its agents shall be deemed to have executed this
Agreement and agreed to the terms hereof.










- 25 -
















Annex A 



Securities Purchase
Agreement 



Investor Counterpart
Signature Page 



The undersigned, desiring to: 



	 	(a) 	enter
into this Securities Purchase Agreement dated as of________ 2, 2008
               (the “Agreement”), between the undersigned, Global
Energy,                Inc., a Nevada corporation (the “Company”), and
the other                parties thereto, in or substantially in the form furnished to
the undersigned;                and 






	 	(b) 	purchase
the securities of the Company as set forth below, 






	 	
hereby
agrees to purchase such securities from the Company as of the Closing and further agrees
to join the Agreement as a party thereto, with all the rights and privileges appertaining
thereto, and to be bound in all respects by the terms and conditions thereof. The
undersigned specifically acknowledges having read the representations in the Purchase
Agreement section entitled “Representations, Warranties and Acknowledgments of the
Investors,” and hereby represent that the statements contained therein are complete
and accurate with respect to the undersigned as an Investor. The undersigned further
hereby agrees that execution by the undersigned of this Investor Counterpart Signature
Page shall constitute an agreement to be bound by the terms and conditions of each of the
Agreement and the Registration Rights Agreement, with the same effect as if such
separate, but related agreement, was separately signed.  






Purchaser herby elects to purchase a
total of _______   Units at a price of $50,000 per Unit. (Each Unit shall consist of 500,000 Shares
and Warrants to purchase 500,000 Shares)3 







	 IF AN ENTITY:  	IF AN INDIVIDUAL:  
		
		
		
	 	
	Print Name of Entity:_________________	Print Name:_________________
	 
	Signature:_________________	Signature:_________________
	 
	Date:_________________	Print Name:_________________
	 
	Print Name:_________________	Co-Investor Print Name:_________________
	 
	Title:_________________	Co-Investor Signature:_________________











Investor’s principal address
is as set forth in the Investor Questionnaire provided separately. 












     2
          Will reflect First Closing Date. Not to be completed by Investor. 



     3
          Prior to implementation of an approved 12-for-1 reverse stock split. 





















DRAFT DISCLOSURE
SCHEDULES  



        Reference
is hereby made to the Securities Purchase Agreement (the “Agreement”) to
be entered into between Global Energy, Inc. (the “Company”) and the
Investors Set forth on the signature pages affixed thereto (each an
“Investor” and collectively the “Investors”). 



        These
schedules, together with all the documents attached to, or referred to in, (the
“Disclosure Schedules”) constitute formal disclosure to the Investors for
the purposes of the Agreement of the facts and circumstances which are or may be
inconsistent with the representations and warranties of the Company in Section 6 of the
Agreement (“Warranties”). Such facts and circumstances will be deemed to
qualify the Warranties accordingly. 



        Terms
defined in the Agreement shall have the same meaning in these Disclosure Schedules.
References in these Disclosure Schedules to paragraph headings and numbers shall, unless
the context otherwise requires, be to those headings and numbered paragraphs in the
Agreement. Such headings and numbering are for convenience only and shall not alter the
construction of these Disclosure Schedules nor in any way limit the effect of any of the
disclosures, all of which are made against the Warranties as a whole. A disclosure or
qualification made by reference to any particular paragraph shall be deemed to be made
also in respect of any other paragraph to which the disclosure or qualification may be
applicable. 



        The
disclosure of any matter or document shall not imply any warranty or undertaking not
expressly given in the Agreement nor shall such disclosure be taken as extending the scope
of any of the Warranties. 



        Where
brief particulars only of a matter are set out or referred to in these Disclosure
Schedules, or a document is referred to but not attached, or a reference is made to a
particular part only of such document, full particulars of the matter and the full
contents of the document are deemed to be disclosed and it is assumed that the Investors
do not require any further particulars. 



        All
disclosures in these Disclosure Schedules and in the SEC Documents are to be taken as
relating to each of the Warranties. Accordingly, where a disclosure is made in relation to
a specific paragraph of the Warranties, it shall be deemed to be made in relation to each
of such Warranties and to all or any other Warranties or otherwise and shall not be
restricted or limited solely to the paragraph of the Warranties to which it refers and is
given without prejudice to the generality and effectiveness of any other disclosures. The
Investors shall not be entitled to claim that any fact or matter has not been fairly
disclosed to it by reason only of the fact that it is not specifically related to any
particular clause of the Agreement or paragraph of any Schedule. 

















Schedule 7.1(b) 



Subsidiaries 



	1.  	Global
Fuel Israel Ltd., a wholly owned subsidiary incorporated under the laws           of the
State of Israel.







	 2.  	Global
N.R.G. Pacific Ltd., a 50.1% owned subsidiary           incorporated under the laws of
the State of Israel. 







	3.  	Global
Energy Ethiopia           PLC, a 99.9% owned subsidiary of Global NRG Pacific Ltd.
incorporated under the laws of Ethiopia.








	4.  	AlphaKat
– Global Energy GMBH, a 50% owned subsidiary incorporated under           the laws
of Germany. 









Liens 



	1.  	Security
Agreement, dated as of July 6, 2007 between Global Energy, Inc., Global
               Fuel Israel Ltd. and Global NRG Pacific Ltd. on one hand and YA Global
               Investments, L.P. (f/k/a Cornell Capital Partners, L.P.) on the other. 






Schedule 7.3 



Conflicts and Consents 



	1.  	Securities
Purchase Agreement, dated as of July 6, 2007, by and among Global                Energy,
Inc., and YA Global Investments, L.P. (f/k/a Cornell Capital Partners,
               L.P.) – Article 4 to this agreement grants certain rights of first
refusal                for subsequent offerings of securities and grants consent right
and/or notice                requirements in connection with the issuance or offering of
securities. 






Schedule 7.4 



Capitalization 



	 	
The
following securities of the Company obligate the Company to issue additional securities
and contain price protection and anti-dilution protection clauses:  






	 	
1.
Convertible Debentures issued to YA Global Investments, LP (f/k/a Cornell
                    Capital Partners, L.P.) in the principal amount of $4,000,000. Prior
to the sale                     of any securities in the Offering, these are convertible
into an aggregate of                     3,200,000 shares of Common Stock. This number of
conversion shares will be                     adjusted at the time of the First Closing
to approximately 40,000,000 shares.  






	 	
2.
600,000 Share Purchase Warrants issued to YA Global Investments, LP (f/k/a
                    Cornell Capital Partners, L.P.). After adjustment at the time of the
First                     Closing, the number of shares will be adjusted upward at the
First Closing from                     600,000 to 7,500,000.  







- 2 -







	 	
The
following securities of the Company obligate the Company to issue additional securities
but do not contain price protection or anti-dilution clauses: 






	 	
1.
Agreement between the Company and YA Global Investments, LP (f/k/a Cornell
                    Capital Partners, L.P.), dated July 15, 2008, which obligates the
Company to                     issue 200,000 shares of Common Stock to YA Global
Investments, LP.  






	 	
2
Agreement between the Company and YA Global Investments, LP (f/k/a Cornell Capital
Partners, L.P.), dated September 22, 2008, which obligates the Company to issue 1,000,000
shares of Common Stock to YA Global Investments, LP.  






	 	
3.
          Options to purchase 7,831,436 shares of Common Stock.  






	 	
The
Company has an agreement with YA Global Investments, LP (f/k/a Cornell Capital Partners,
L.P.) whereby it has agreed to register certain shares of Common Stock. 






Schedule 7.5 



SEC Information 



	1.  	The
description of directors and executives compensation included in the Annual
               Report on Form 10-K for the year ended December 31, 2007, corrected
information                with respect to this matter previously disclosed in Current
Reports on Form 8-K                and Quarterly Reports on Form 10-Q. 






	2.  	Certain
Current Reports on Form 8-K were amended in subsequently filed Form                8-K/A’s. 






Schedule 7.6 



Intellectual Property 



None. 



Schedule 7.8 



Absence of Litigation 



None. 



Schedule 7.14 



Agreements with
Suppliers 



The Company and/or its indicated
subsidiary is a party to the following agreements with customers or suppliers: 



	1. 	Business
and Royalty Agreement dated February 6, 2008 by and between the Company           and
Covanta Energy Corporation. 






	2. 	License
Agreement dated February 6, 2008 by and between Alphakat-Global Energy           GmbH and
Covanta Energy Corporation as amended by First Amendment dated July 8,           2008 to
License Agreement dated February 6, 2008 by and between AlphaKat –          Global
Energy GmbH and Covanta Energy Corporation. 






- 3 -









	3. 	Consulting
Services Agreement dated February 6, 2008 by and between the Company           and
Covanta Energy Corporation. 






	4.  	Business
and Development Agreement dated February 6, 2008, between the Company           and
Renewable Diesel, LLC. 







	5.  	License
Agreement dated February 6, 2008, between           Alphakat-Global Energy GmbH and
American Renewable Diesel,
LLC.









	6. 	Agreement
dated May 2, 2007, between Alphakat GmbH and the Company. 






	7. 	Shareholders’ Agreement
dated July 10, 2007 between Alphakat GmbH and the           Company (pertaining to
Alphakat-Global Energy GmbH), as amended by amending           agreement dated February
14, 2008. 






The Company has the following
agreements with the named officer, employee, consultant or director of the Company or any
person owning five percent (5%) or more of the capital stock of the Company or five
percent (5%) or more of the ownership interests of the Company or any member of the
immediate family of such officer, employee, consultant, director, stockholder or owner or
any corporation or other entity controlled by such officer, employee, consultant,
director, stockholder or owner, or a member of the immediate family of such officer,
employee, consultant, director, stockholder or owner: 



	1.  	Employment
Agreement with Yossi Raz dated November 21, 2007, as amended by           amending
agreement dated January 31, 2008. 






	2.  	Employment
Agreement dated April 30, 2007, with Asi Shalgi. 






	3.  	Employment
Agreement dated May 6, 2007, with Alex Werber. 






	4.  	Consulting
Services Agreement between Global NRG Pacific Ltd. and Yanai Man. 






Schedule 7.21 



Internal Control 



	1.  	In
its Annual Report on Form 10-K, the Company disclosed that the management of
               the Company had concluded that that in light of their conclusion with
respect to                the effectiveness of its internal control over our financial
reporting, the                Company did not have in place effective controls and
procedures as of December                31, 2007 designed to ensure that information
required to be disclosed by the                Company in the reports that it files or
submits under the Securities Exchange                Act of 1934 is accumulated and
communicated to management as appropriate to                allow timely decisions
regarding required disclosure, and is recorded,                processed, summarized and
reported, within the time periods specified in the                Commission’s rules
and forms. 






	 	
Management
also concluded that there is a material weakness with respect to segregation of duties
that may not provide reasonable assurance regarding the reliability of internal control
over financial reporting and may not prevent or detect misstatements, that there is no
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles and that the Company’s internal controls over financial
reporting were not effective as of December 31, 2007.  







- 4 -







	2.  	On
its Quarterly Report for the quarter ended March 31, 2008 on Form 10-Q the
               Company disclosed that following evaluation of the Company’s
disclosure                controls and procedures as of March 31, 2008, the management
determined that in                light of its conclusion with respect to the
effectiveness of the Company’s                internal control over our financial
reporting as of December 31, 2007, it                didn’t have in place effective
controls and procedures designed to ensure                that information required to be
disclosed by it in the reports that it files or                submits under the
Securities Exchange Act of 1934 is accumulated and                communicated to our
management as appropriate to allow timely decisions                regarding required
disclosure, and is recorded, processed, summarized and                reported, within
the time periods specified in the SEC’s rules and forms. 






Schedule 7.27 



Registration Rights 



	1.  	Registration
Rights Agreement dated as of July 6, 2007, by and among Global                Energy,
Inc., and YA Global Investments, L.P. (f/k/a Cornell Capital Partners,
               L.P.). 







- 5 -












Exhibit A-1 



First Closing  



Schedule of Investors  




				
				
				
				
				
	_____________________
Investor 	_____________________
Shares 	_____________________
Warrants 	_____________________
Purchase Price 








FIRST CLOSING TOTAL 














Exhibit A-2  



Schedule of Investors  



Subsequent Closing
held [DATE]  



				
				
				
				
				
	_____________________
Investor 	_____________________
Shares 	_____________________
Warrants 	_____________________
Purchase Price 









SUBSEQUENT CLOSING TOTAL 
















Exhibit B 



Form of Registration
Rights Agreement  



[Included as Annex C
to the Private Placement Memorandum] 













EXHIBIT C 



COMPANY TRANSFER AGENT
INSTRUCTIONS  



 ________________________

________________________

________________________







Attention: ______________ 



Ladies and Gentlemen: 



        Reference
is made to that certain Securities Purchase Agreement, dated as of [__________], 2008 (the
“Agreement”), by and among Global Energy, Inc., a Nevada corporation (the
“Company”), and the investors named on the Schedule of Investors
attached thereto (collectively, the “Holders”), pursuant to which the
Company is issuing to the Holders shares (the “Common Shares”) of common
stock of the Company, par value $.001 per share (the “Common Stock”), and
Warrants (the “Warrants”), which are exercisable for shares of Common
Stock. 



        This
letter shall serve as our irrevocable authorization and direction to you (provided that
you are the transfer agent of the Company at such time): 



        (i)
          to issue shares of Common Stock upon transfer or resale of the Common Shares;
          and  




        (ii)
          to issue shares of Common Stock upon the exercise of the Warrants (the
          “Warrant Shares”) to or upon the order of a Holder from time
to           time upon delivery to you of a properly completed and duly executed Exercise
          Notice, in the form attached hereto as Exhibit I, which has been
          acknowledged by the Company as indicated by the signature of a duly authorized
          officer of the Company thereon.  




        You
acknowledge and agree that so long as you have previously received (a) written
confirmation from the Company that either (i) a registration statement covering resales of
the Common Shares and the Warrant Shares has been declared effective by the Securities and
Exchange Commission (the “SEC”) under the Securities Act of 1933, as
amended (the “1933 Act”) and that resales of the Common Shares and the
Warrant Shares may be made thereunder, or (ii) sales of the Common Shares and the Warrant
Shares may be made in conformity with Rule 144 under the 1933 Act (“Rule
144”) as set forth in an opinion of Company counsel, (b) if applicable, a copy of
such registration statement, and (c) notice from the Company or any Holder that a transfer
of Common Shares and/or Warrant Shares has been effected either pursuant to the
registration statement (and a prospectus delivered to the transferee) or pursuant to Rule
144 as set forth in an opinion of Company counsel, then, unless otherwise required by law,
within five (5) business days of your receipt of the notice referred to in (c), you shall
issue the certificates representing the Common Shares and the Warrant Shares so sold to
the transferees registered in the names of such transferees, and such certificates shall
not bear any legend restricting transfer of the Common Shares and the Warrant Shares
thereby and should not be subject to any stop-transfer restriction. 



        If
the Common Shares and the Warrant Shares are not registered pursuant to an effective
registration statement under the 1933 Act, or are not eligible for resale pursuant to an
opinion of Company counsel under Rule 144, then the certificates for the Common Shares
and/or Warrant Shares shall bear the following or substantially similar legend: 












	 	
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS,
OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR
UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.” 






        You
shall reserve the Common Shares and the Warrant Shares for issuance to the Holders. All
such Common Shares and the Warrant Shares shall remain in reserve with you until the
Company provides you instructions that such shares or any part of them shall be taken out
of reserve and shall no longer be subject to the terms of these instructions. Any attempt
by you to resign as the Company’s transfer agent hereunder shall not be effective
until such time as the Company provides to you written notice that a suitable replacement
has agreed to serve as transfer agent and to be bound by the terms and conditions of these
Company Transfer Agent Instructions. 



        Please
be advised that the Holders are relying upon this letter as an inducement to enter into
the Agreement and, accordingly, each Holder is a third party beneficiary to these
instructions. 



        Transfer
Agent Binding Disclaimer: In consideration for you agreeing and attesting to all terms
in the above referenced Company Transfer Agent Instructions, in particular any kind of
lawsuit and or action that may arise from the Holders instructing you to issue shares
based on the legality of the agreement whereas the Company is denying the request in full
or partially for whatever reason, the Company agrees for itself, its successors, legal
representatives and assigns, at all times to defend, indemnify and save
________________________, their successors and assigns, free and harmless from and against
any and all claims, from actions, suits, whether groundless or otherwise, and from and
against any and all liabilities, taxes, losses, damages, costs, charges, counsel fees, and
other expenses of every nature and character that arises from this action. 





- 2 -








        Please
execute this letter in the space indicated to acknowledge your agreement to act in
accordance with these instructions. Should you have any questions concerning this matter,
please contact me at (___) ___________. 



			Very truly yours,

GLOBAL ENERGY, INC.



By: /s/ Asi Shalgi
——————————————

Asi Shalgi
CEO









 THE FOREGOING INSTRUCTIONS ARE

ACKNOWLEDGED AND AGREED TO

this      day of ___________, 2008









By:____________________________  

          Name:__________________________  

          Title:___________________________
 







Enclosures 





- 3 -












EXHIBIT I  



FORM OF EXERCISE
NOTICE 



(To be executed by the Holder to
exercise the right to purchase shares of Common Stock under the 
foregoing Warrant)  



To: GLOBAL ENERGY, INC. 



The undersigned is the Holder of
Warrant No. _______ (the “Warrant”) issued by Global Energy, Inc., a Nevada
corporation (the “Company”). Capitalized terms used herein and not otherwise
defined have the respective meanings set forth in the Warrant. 



	 	 (a) 	The
Warrant is currently exercisable to purchase a total of ______________           Warrant
Shares. 






	 	(b) 	The
undersigned Holder hereby exercises its right to purchase _________________
               Warrant Shares pursuant to the Warrant. 






	 	(c) 	The
Holder shall make Payment of the Exercise Price as follows (check one): 








	 	
____
    "Cash Exercise" under Section 10 






	 	
____
    "Cashless Exercise" under Section 10 







	 	(d) 	If
the holder is making a Cash Exercise, the holder shall pay the sum of
               $____________ to the Company in accordance with the terms of the Warrant. 






	 	(e) 	Pursuant
to this exercise, the Company shall deliver to the holder                _______________
Warrant Shares in accordance with the terms of the Warrant. 






	 	(f) 	Following
this exercise, the Warrant shall be exercisable to purchase a total of
               ______________ Warrant Shares. 






	 	(g) 	Notwithstanding
anything to the contrary contained herein, this Exercise Notice                shall
constitute a representation by the Holder that, after giving effect to the
               exercise provided for in this Exercise Notice, the Holder (together with
its                affiliates) will not have beneficial ownership (together with the
beneficial                ownership of such Person’s affiliates) of a number of
shares of Common                Stock which exceeds the Maximum Percentage of the total
outstanding shares of                Common Stock as determined pursuant to the
provisions of Section 11(a) of the                Warrant. 














	 	(h) 	If
all or any portion of the exercise price for this Warrant is paid other than
               by way of a cashless exercise, the Holder represents that, as of the date
of                exercise: 






	 	i. 	the
Warrant Shares being purchased pursuant to this Exercise Notice are being
               acquired solely for the Holder’s own account and not as a nominee for
any                other party, for investment, and not with a view toward distribution
or resale                and  






	 	ii. 	Either
or both of the following (and the undersigned has checked the box or the
               boxes that apply):  








	 	 o
      	1.	the
 Holder is an  "accredited  investor"  as such term is defined in
                                               Rule  501(a)(1) of Regulation D
 promulgated  by the  Securities  and
                                               Exchange Commission under the Securities
Act; or 






	 	 o
      	 2. 	The Holder is the original purchaser of this Warrant from the Company. 









	 	(i) 	If
the Holder cannot make one or the other of the representations required in
               Section (h)(ii), above, because they are factually incorrect, it shall be
a                condition to the exercise of the Warrant that the Company receive such
other                representations as the Company considers necessary, acting
reasonably, to assure                the Company that the issuance of securities upon
exercise of this Warrant shall                not violate any United States or other
applicable securities laws. 







		
		
		
		
		
	Date:________________	Name of Holder: ___________________________________ 

                      
                     (Print)






		
		
		
		
		
	 	By:_________________________________________
	 
	 	Name:________________________________________
	 
	 	Title:________________________________________
	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)