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THE SYMBOL “*****” DENOTES PLACES WHERE PORTIONS
  OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
  SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Exhibit 10.25

LICENSE AGREEMENT

This License Agreement (this
Agreement) is made and entered into as of the 6th day of February,
2008, by and between AlphaKat - Global Energy GmbH, a company organized and
existing under the laws of Germany (Licensor), and Covanta Energy Corporation,
a corporation organized and existing under the laws of the State of Delaware
(Covanta).

WHEREAS, AlphaKat GmbH, a company
organized and existing under the laws of Germany (as further defined below,
AK), has granted certain rights to Licensor with respect to a proprietary
technology to convert waste material that contains hydrocarbons into diesel oil
(as further defined below, the Technology) in various countries, including the
United States, China, the United Kingdom and the Republic of Ireland;

WHEREAS, Covanta is interested in
obtaining license rights from Licensor with respect to the Technology, all on
the terms and conditions set forth herein; and

WHEREAS, Licensor is willing to grant such license rights to
Covanta, all on the terms and conditions set forth herein;

NOW, THEREFORE, in light of the mutual premises set forth
herein and other good and valuable consideration, the receipt and the
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows.

ARTICLE 1  DEFINITIONS AND INTERPRETATION

Section 1.1 Capitalized Terms. Unless otherwise
specified herein, the following capitalized terms shall have the following
meanings:

Affiliate means, in
relation to any Person, any other Person that controls, is controlled by, or is
in common control with, such Person. For the purpose of this definition, control
means the direct or indirect control of fifty percent (50%) or more of the
voting rights in such Person or the power to direct the management or policies
of such Person, whether by operation of law, by contract or otherwise. Except as
shall otherwise be expressly provided in this Agreement, and for the avoidance
of any doubt, as of the Effective Date, (i) Licensor and AK are Affiliates and
(ii) Licensor and Global are Affiliates, but AK and Global are not Affiliates.

Agreement has the
meaning set forth in the first paragraph hereof.

AK means AlphaKat GmbH,
a company organized and existing under the laws of Germany, and its successors
and permitted assigns.

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Commercial Waste means
all non-hazardous solid waste that is collected from commercial establishments,
including residential apartment buildings, office buildings, restaurants,
industrial parks, all other business facilities and all recyclable materials
from recycling facilities.

Competitor means a
Competitor of Covanta or a Competitor of Licensor, as the context requires.

Competitor of Covanta
means a Person, directly or through Affiliates, engaged primarily in the waste
disposal business, including the energy from waste business.

Competitor of Licensor
means a Person, directly or through Affiliates, engaged primarily in the
business of selling equipment that converts waste or organic feedstock(s)
containing hydrocarbon materials into diesel fuel or any Person that is involved
primarily in the development of such equipment or the technology on which it is
based.

Contracted Waste means
all non-hazardous waste, regardless of the source of such waste, which is under
contract to be delivered to Covanta or any of its Affiliates for disposal in, or
processing by, one of the facilities owned or operated by Covanta or any of its
Affiliates.

Covanta has the meaning
set forth in the first paragraph hereof and includes its successors and
permitted assigns.

Default has the meaning
set forth in Section 10.1.

Demonstration Plant has
the meaning set forth in Section 2.2.

Dispute has the meaning
set forth in Section 9.1.

Document Package has the
meaning set forth in Section 4.5(b)(iii) .

Effective Date has the
meaning set forth in Section 5.1.

Extended Period means
the period that begins on the date that the Initial Period ends and terminate on
the fifth (5th) anniversary thereof, as further provided for in
Section 2.1(b) .

Feedstock means
Household Waste, Contracted Waste, Commercial Waste or Radial Biomass, as the
case may be.

Full Right means that
the Person being granted the right(s) described herein shall be the only Person
that is entitled to exercise such right(s) so long as this Agreement is in
effect and that no other Person shall be authorized, by the grantor of such
right(s), to exercise such right(s) or be granted such right(s).

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Global means Global
Energy, Inc., a Nevada corporation.

Governmental
Organization has the meaning set forth in Section 2.5.

Household Waste means
all non-hazardous, post-recycled municipal solid waste which is collected from
residences, which waste is of the type normally accepted for processing at waste
to energy facilities in the United States, China, the United Kingdom or the
Republic of Ireland, as the case may be.

ICC means the
International Chamber of Commerce.

ICC Rules has the
meaning set forth in Section 9.1.

Improvements means all
the techniques, enhancements, modifications, changes, experience, methods,
information, data or knowledge that will be created or acquired in the future
relating to the Technology and/or the manufacturing of such components for
Systems (whether or not patentable, useful or workable) through the
implementation, development, testing and improvement of the Technology.

Initial Period means the
period which begins on the date that the Interim Period ends and terminates on
the tenth (10th) anniversary thereof.

Intellectual Property
means any intellectual property and/or proprietary information and materials
relating to the Technology along with all rights therein, whether existing
before or conceived or developed after the Effective Date (except as otherwise
expressly provided), including: (i) patents, patent applications, patent
disclosures and inventions (whether or not patentable and whether or not reduced
to practice), including the Patents; (ii) trademarks, service marks, trade
dress, trade names, corporate names, logos, slogans and Internet domain names,
together with all goodwill associated with each of the foregoing; (iii)
copyrights and copyrightable works; (iv) trade secrets, confidential information
and know-how (including ideas, formulae, compositions, manufacturing and
production processes and techniques, research and development information, test
data and results, drawings, specifications, designs, supplier lists and related
information); and (vi) registrations, applications, divisionals, continuations,
continuations-in-part, foreign counterparts and renewals for any of the
foregoing.

Interim Period means the
period which begins on the Effective Date and ends twelve (12) months following
the date that the Demonstration Plant has been successfully commissioned and is
ready for commercial operation; provided, however, that if the
Demonstration Plant passes the performance test agreed to by the Parties as
provided for in Section 2.2(c) more than thirty (30) days prior to the scheduled
end of the Interim Period, the Interim Period shall terminate thirty (30) days
following the date that the Demonstration Plant has passed such performance
test.

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KDV 500 means the system
of components, including all of the structural steel, piping, pumps, vessels,
control systems, wiring, two proprietary mixing turbine pumps and the
operations, maintenance and start-up manuals provided by AK, to convert
hydrocarbon feedstock, including any Feedstock, into diesel oil using the
Technology which is capable of producing a minimum of 500 liters of diesel oil
per hour.

Licensor has the meaning
set forth in the first paragraph hereof and includes its successors and
permitted assigns.

Parties means Licensor
and Covanta.

Party means Licensor or
Covanta, as the case may be.

Patents means any
existing or future patent applications, patents, registrations, utility models
and utility model applications relating to the Technology which are necessary or
useful to manufacture or to sell, offer for sale, use or otherwise make
available Systems or the components of Systems, including those set forth in
Exhibit 2 attached hereto.

Person means any natural
person, corporation, company, partnership, business trust, governmental
authority or other entity.

Project means a project
which is owned by Covanta, a Covanta Affiliate or a Governmental Organization,
in whole or in part, to convert a Feedstock to diesel oil using the Technology
in Territory A or Territory B.

Purchase Order has the
meaning set forth in Section 2.6.

Purchaser has the
meaning set forth in Section 2.6.

Qualified Right means
that the Person being granted the right(s) described herein shall be entitled to
exercise such right(s) so long as this Agreement is in effect, but the grantor
of such right(s) shall be entitled to grant such right(s) or allow such right(s)
to be exercised by all other Persons except a Person that is precluded from
exercising such right(s) under the express terms hereof.

Radial Biomass means
biomass, including wood, wood waste and other types of cellulosic materials
which are collected within or from an area within a 100 mile radius of any
biomass facility that is owned by Covanta or an Affiliate of Covanta in the
states of California or New York as of the Effective Date.

Rights Agreements means
(i) the Terms of Agreement dated May 2, 2007, (ii) the Shareholders
Agreement dated July 10, 2007 and (iii) the Articles of Association of Licensor
dated November 14, 2007 and November 22, 2007, a copy of each of which is
attached hereto in Exhibit 1.

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System means any system
of components, whether it is in existence today or developed hereafter,
including all of the structural steel, piping, pumps, vessels, control systems,
wiring, the proprietary mixing turbine pump(s), any new components of any
future system of components and all of the operations, maintenance and start-up
manuals provided by AK, to convert hydrocarbon feedstock, including any
Feedstock, into diesel oil using the Technology, including, for the avoidance of
doubt, the KDV 500.

Technology means the
proprietary, renewable diesel technology developed by Dr. Christian Koch (as
well as any related technology licensed to Dr. Christian Koch or to AK) to
convert municipal solid waste, organic materials, sludge and other hydrocarbon
materials, including Feedstock, to diesel oil, including all Improvements to
such technology made or acquired from time to time, including Intellectual
Property, Systems, the formulation of catalysts used in Systems and all related
materials and information, including the Document Package.

Territory A means the
United States.

Territory B means China,
the United Kingdom and the Republic of Ireland.

Third Party Purchaser
has the meaning set forth in Section 2.6.

Section 1.2 Interpretation. In this Agreement, unless
otherwise indicated or required by the context:

(a) Reference to and the
definition of any document (including this Agreement) or any applicable law
shall be deemed a reference to such document or applicable law as it may be
amended, supplemented, revised or modified from time to time;

(b) All references to an
Article, Section or Exhibit are to an Article or Section hereof or to an
Exhibit attached hereto;

(c) Article and Section headings
and other captions are for the purpose of reference only and do not limit or
affect the meaning of the terms and provisions hereof;

(d) Defined terms in the singular
include the plural and vice versa, and the masculine, feminine and neuter gender
include all genders;

(e) The words hereof, herein
and hereunder and words of similar import refer to this Agreement as a whole
and not to any particular provision of this Agreement; and

(f) The words include,
includes and including mean include, includes, and including without
limitation and without limitation by specification.

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ARTICLE 2  LICENSE RIGHTS

Section 2.1 Grant of License Rights. Subject to the
further terms of this Agreement, Licensor hereby grants the following license
rights to Covanta: Until Covanta has satisfied the two (2) conditions which are
set forth in Section 2.1(a) (relating to the purchase of the Demonstration Plant
and an additional five (5) Systems), Covanta shall have the Qualified Right in
Territory A and Territory B to use, practice and make Improvements to the
Technology in connection with Projects using any Feedstock. Once Covanta has
satisfied the two (2) conditions which are set forth in Section 2.1(a), Covanta
shall have the following rights during the Initial Period and, if the election
provided for in Section 2.1(b) is timely made by Covanta, during the Extended
Period: (i) the Full Right in Territory A and the Qualified Right in Territory B
to use, practice and make Improvements to the Technology in connection with
Projects using Household Waste; (ii) the Full Right in Territory A and Territory
B to use, practice and make Improvements to the Technology in connection with
Projects using Contracted Waste; (iii) the Full Right in the applicable areas of
Territory A to use, practice and make Improvements to the Technology in
connection with Projects using Radial Biomass; and (iv) the Qualified Right in
Territory A and Territory B to use, practice and make Improvements to the
Technology in connection with Projects using Commercial Waste. As further
provided for in Sections 2.5 and 2.6, Covanta shall have the right to arrange
for the sale of Systems to Governmental Organizations pursuant to a Purchase
Order with AK. Furthermore, nothing which is contained herein shall restrict the
sale of any Project by Covanta at any time to any Person other than a Competitor
of Licensor. For the avoidance of doubt, Covanta shall be entitled to exercise
any or all of the license rights that are granted to it hereunder itself or
through any of its Affiliates, but Covanta shall not have the right to issue
sublicenses to any Person other than an Affiliate. The Parties further agree as
follows:

(a) To secure its rights
hereunder, Covanta shall satisfy the following two (2) conditions: (i) issue a
Purchase Order for the Demonstration Plant by the date that is specified in
Section 4.5 and make the payments required pursuant to such Purchase Order as
and when due thereunder; and (ii) place one or more additional Purchase Order(s)
for a total of five (5) Systems (excluding the Purchase Order for the
Demonstration Plant) no later than one year after the start of the Initial
Period and make a down payment equal to ten percent (10%) of the Purchase Price
to Licensor at the time that such Purchase Order(s) are placed for Licensor to
hold in escrow pending finalization of the Purchase Order(s) between AK and
Covanta, it being agreed that Licensor can release the sum of [*****] to AK for
preliminary engineering work associated with the Purchase Order(s) and the
balance of the deposit shall be released to AK as is provided for in the
Purchase Order(s) once it is finalized by AK and Covanta. If Covanta decides,
for any reason, to terminate this Agreement and to give up its license rights
hereunder after placing such Purchase Order(s) and making the required down
payment to Licensor, the Licensor shall refund such deposit to Covanta.

(b) Covanta shall have the right
to elect, in its sole discretion, to extend the term of the Initial Period for
an additional five (5) years, (such extended term defined in

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Section 1.1 as the Extended Period), Covanta to notify
Licensor in writing at least ninety (90) days prior to the end of the Initial
Period if it wants to extend the Initial Period for an additional five (5)
years.

(c) During the period that starts
on the Effective Date and ends on the earlier to occur of (i) the termination
hereof and (ii) the date that Covanta has satisfied the two (2) conditions which
are set forth in Section 2.1(a), Licensor shall not (i) grant any rights to any
Person (other than Global) with respect to the Technology in Territory A in
connection with any projects using Household Waste or any projects using Radial
Biomass or (ii) sell Systems to any Person for delivery to or use in Territory A
if such Systems are to be used to process Household Waste or Radial Biomass
unless each of the requirements that are specified in Section 2.1(d) are
complied with.

(d) If any Person contacts
Licensor at any time during the period specified in Section 2.1(c) to purchase
one or more Systems for any purpose specified in clause (ii) of Section 2.1(c),
Licensor shall (i) provide a written notice of such contact to Covanta and (ii)
notify such Person in writing (with a copy of such notice to Covanta) that no
Systems can be sold for such purpose unless Covanta is given a right of first
offer with respect to such Systems. The term right of first offer means that
such Person offers Covanta, in writing, the right to invest 50 percent of the
cost of the project to be developed with such Systems and to own 50 percent of
such project (on an equal basis and terms with such Person) and the right to
operate such project or such other arrangement acceptable to such Person and
Covanta. Covanta shall notify such Person and Licensor, in writing, whether
Covanta wants to be involved in such project as a 50 percent owner and operator
or waive its right to do so. AK shall not enter into a Purchase Order with such
Person unless Licensor has satisfied the notice requirements of this Section
2.1(d) and Covanta elects to not participate in the project.

Section 2.2 Obligations During Interim Period. During
the Interim Period, Covanta shall:

(a) Purchase and install, at its
sole cost and expense, a demonstration plant (the Demonstration Plant) using
Household Waste and/or Contracted Waste which shall be comprised of a single KDV
500 (it being agreed that Covanta shall determine, in its sole discretion,
whether to order the KDV 500 with a single proprietary mixing turbine pump or
two such pumps) at a site designated by Covanta in Territory A;

(b) Use commercially reasonable
efforts to permit and complete installation of the Demonstration Plant to enable
it to achieve commercial operation on or before October 1, 2008, subject to the
commitment of AK to deliver the KDV 500 (with one or two proprietary mixing
turbine pumps as is ordered by Covanta) on or before such date and such other
factors that are outside of the control of Covanta;

(c) Working together in good
faith with Licensor, within thirty (30) days of the Effective Date, develop a
plan which will define the requirements for a performance test for the
Demonstration Plant, including the duration of the test, the availability,

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reliability, conversion efficiency and other relevant factors
and such other parameters as the Parties and AK may agree, consistent with
prudent engineering practices;

(d) Use commercially reasonable
efforts to conduct the performance test during the first six (6) months
following the commissioning of the Demonstration Plant or as soon as thereafter
possible;

(e) Operate and maintain the KDV
500 (with one or two proprietary mixing turbine pumps as is ordered by Covanta);
and

(f) Notify Licensor in writing
whether it wants to proceed to the Initial Period at least sixty (60) days prior
to the expiration of the Interim Period, unless the Interim Period is being
terminated earlier in accordance with the proviso in the definition of the term
Interim Period, in which case such notice shall be given at least fifteen (15)
days prior to the end of the Interim Period.

Section 2.3 Retention of Full Rights. In order for
Covanta to retain the Full Rights in Territory A that are being granted to it by
Licensor pursuant to Section 2.1, following the satisfaction of the two (2)
conditions set forth in Section 2.1(a), during the Initial Period and the
Extended Period, the following shall apply:

(a) During the Initial Period,
Covanta shall be required to place Purchase Orders for a number of KDV 500s, on
a cumulative basis, measured at the end of each calendar year (such number to be
pro-rated to account for any partial years) as follows:

Year 1
    Total of 5 KDV 500s;Year 2
    Total of 20 KDV 500s;Year 3
    Total of 40 KDV 500s;Year 4
    Total of 70 KDV 500s;Year 5
    Total of 110 KDV 500s;Year 6
    Total of 170 KDV 500s;Year 7
    Total of 250 KDV 500s;Year 8
    Total of 350 KDV 500s;Year 9
    Total of 475 KDV 500s; andYear 10
    Total of 600 KDV 500s.


During the Extended Period, Covanta shall be required to place
Purchase Orders for a number of KDV 500s, on a cumulative basis, measured at the
end of each calendar year (such number to be pro-rated to account for any
partial years) as follows:

Year 1
    Total of 150 KDV 500s;Year 2
    Total of 300 KDV 500s;Year 3
    Total of 450 KDV 500s;Year 4
    Total of 600 KDV 500s; andYear 5
    Total of 750 KDV 500s;


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(b) For purpose of meeting any of
the minimum order thresholds for KDV 500s which are set forth in Section 2.3(a),
if a System is developed by AK (such as the KDV 2000 which is currently under
development by AK) that is capable of producing a higher amount of diesel oil
per hour than a KDV 500 (expected to be 2,000 liters per hour in the case of a
KDV 2000 as compared to 500 liters per hour for a KDV 500), then such System
will count as more than one KDV 500 based on the amount of diesel oil per hour
capable of being provided (expected to be four KDV 500s in the case of a KDV
2000).

(c) If the Feedstock for any
Project installed by Covanta requires Covanta to secure more than 25 tons per
day of Feedstock per KDV 500 to produce 500 liters per hour of diesel oil
output, then the number of KDV 500s credited towards meeting the minimum order
threshold for KDV 500s set forth in Section 2.3(s) in connection with such
Project shall be adjusted upwards to account for the incremental Feedstock that
has to be secured by Covanta. For example, if Covanta purchases five KDV 500s
for a Project that will use Household Waste and Covanta has to secure 150 tons
of Household Waste per day instead of 125 tons of Household Waste per day to
produce 2,500 liters of diesel oil per hour from such Project, then Covanta will
be credited as having ordered six KDV 500s for such Project instead of five KDV
500s.

(d) If Covanta fails to order the
minimum number of KDV 500s (or equivalent Systems) in any given year to satisfy
the cumulative requirements for such year set forth in Section 2.3(a), then
Covanta shall be given one year (the Recovery Year) to regain its Full Rights
in Territory A by achieving the cumulative threshold requirement that is
applicable as of the end of such Recovery Year. During the Recovery Year,
Covantas license rights in Territory A shall be Qualified Rights with respect
to Licensor. However, Licensor shall not be entitled to grant Full Rights to any
other Person with respect to those rights that were formerly Full Rights of
Covanta hereunder. During the Recovery Year, Licensor shall have the right to
sell Systems to Persons other than a Competitor of Covanta. If Covanta satisfies
the cumulative requirement at the end of the Recovery Year (or Licensor accepts
that the cumulative requirement has been satisfied), Covanta shall regain it
Full Rights in Territory A. If Covanta fails to regain its Full Rights during
the Recovery Year, its license rights in Territory A thereafter shall be
Qualified Rights thereafter.

(e) Notwithstanding anything
contained herein to the contrary, Covanta shall not lose its Full Rights in
Territory A if Covanta fails to meet the cumulative order requirements in
Section 2.3(a) if (i) AK is not able to produce enough Systems to meet Covantas
Purchase Orders or (ii) any problems experienced with the Technology in the
Systems installed by AK make it commercially unreasonable for Covanta to order
any additional Systems until such problems are resolved, in which case the
Parties shall agree to an equitable adjustment, in good faith, to the cumulative
requirements provisions of Section 2.3(a) .

Section 2.4 Other Projects. Covanta is not authorized
hereunder to develop a project using the Technology for a feedstock that is not
included in the definition of Feedstock in

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Territory A or Territory B or in a location (regardless of
feedstock) outside of Territory A or Territory B. If Covanta wants to develop
any such project, Covanta shall first be required to contact Licensor for its
prior approval. Licensor shall determine whether the proposed project would
violate any rights that have been granted by Licensor to any Person and, if not,
whether Licensor is willing to agree to have Covanta pursue such project, any
such approval to be provided in writing. Notwithstanding anything which is
contained herein to the contrary, Covanta shall have the right to purchase up to
ten (10) KDV 500s to install at any of Covantas waste to energy facilities.

Section 2.5 Sale of Systems to Certain Governmental
Organization. Licensor is aware that Covanta often deals with municipalities
and governmental organizations (collectively referred to as Governmental
Organizations) which have the responsibility to dispose of waste in their
jurisdiction and that such Governmental Organizations sometimes insist on owning
the systems and facilities that process or dispose of such waste. In such cases,
Covanta will seek to arrange for the procurement and installation of such
systems and facilities and operate them under a long-term contract. If Covanta
has an opportunity to sell one or more Systems to a Governmental Organization
that insists on owning such Systems, Covanta shall be entitled to arrange for
the sale of such Systems pursuant to a Purchase Order as provided for in Section
2.6, but only if Covanta or one of its Affiliates has entered into an agreement
with the Governmental Organization providing that the Systems will be operated
by Covanta for a minimum period of ten (10) years.

Section 2.6 Purchase Orders. All purchase orders for
System(s) (Purchase Orders) shall be entered into by and between AK (or its
designee) and the ultimate purchaser of such System(s) (the Purchaser),
although all Purchase Orders shall be placed through Licensor. Each Purchase
Order shall include a set of representations and warranties made by AK to the
Purchaser which are consistent with those provided by Licensor to Licensee in
Article 8 and a non-exclusive, irrevocable and perpetual license (a Use
License) for the Purchaser to (i) use, practice, operate, maintain, repair and
make Improvements to the System(s), (ii) purchase the catalyst that is required
for the operation of the System(s) from AK and/or any Person that is authorized
to manufacture and/or sell such catalyst by AK, (iii) purchase components and
spare parts for the System(s) from AK and/or any Person that is authorized to
manufacture and/or to sell such components and spare parts and (iv) reproduce,
modify and internally distribute copies of any and all materials and information
received by Licensee from Licensor and/or AK relating to the System(s), in whole
or in part. In addition, if the Purchaser sells or transfers any of the
System(s) to any Person (a Third Party Purchaser), the Purchaser shall be
entitled to transfer its Use License to such Third Party Purchaser and each
Third Party Purchaser shall be entitled to transfer such Use License to another
Third Party Purchaser. Notwithstanding anything to the contrary contained or
implied in clauses (ii) or (iii) of this Section 2.6, all Purchasers and all
Third Party Purchasers shall be entitled to procure components, spare parts and
catalysts that are commercially available from any Person. Further, if AK and
the Persons authorized to make spare parts and components that are not
commercially available are unable to timely supply the spare parts and
components ordered by a Purchaser or a Third Party Purchaser, such Purchaser or
Third Party Purchaser shall be

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authorized to purchase such spare parts and components from any
other Person and to make such spare parts and components itself.

ARTICLE 3  CONSIDERATION

Section 3.1 System Price of Demonstration Plant. The
purchase price of the KDV 500 to be ordered for the Demonstration Plant shall be
[*****], which includes the cost of the equipment and components that are
required to recover the catalyst, and the cost of delivering the KDV 500 to the
Demonstration Plant site in the United States, assembling it, starting it up and
making it ready for commercial operation. Such price does not include (i) a
[*****] percent sales commission due to Licensor or others, (ii) the additional
cost for any sulfur reduction equipment or (iii) the additional cost for the
equipment that is needed to process the Feedstock. Licensor agrees that no
commission shall be due to it with respect to the Demonstration Plant. If
Covanta decides to order the KDV 500 with a single proprietary mixing turbine
pump, the price of the KDV 500 shall be [*****].

Section 3.2 Sulfur Reduction Equipment. If sulfur
reduction equipment is required for the Demonstration Plant, Covanta shall have
the right to require AK to provide such equipment as part of the System being
delivered, assembled, started up and made ready for commercial operation, the
cost of which shall not exceed [*****].

Section 3.3 Reduction in Cost of Systems. Licensor
anticipates that the base price of Systems will decrease as AK expands the
production facilities for manufacturing Systems and puts arrangements in place
with third party suppliers for pipes, valves and other basic components of the
System that can be purchased from such third party suppliers and once it is no
longer necessary for Licensor to build and test each System and then disassemble
it for shipment. Licensor and Covanta will cooperate together in good faith and
with AK to seek ways to help reduce the cost of manufacturing and delivering
Systems.

Section 3.4 Annual Pricing. Licensor, Covanta and AK
shall agree on a procedure to establish the price, at the end of each November,
for the following year, of (i) Systems, (ii) the catalyst that is used with the
Technology, (iii) replacement/spare parts for Systems and (iv) the cost for AK
or Licensor to provide services on Systems or other engineering services in
order to (a) ensure that such prices are not increased inappropriately from year
to year and (b) to provide price certainty to Covanta for the upcoming year in
connection with the Projects that it has under development. The Parties are
aware that the current price of a KDV 500 includes a technology fee of [*****]
and acknowledge that the minimum technology fee to AK from the sale of a System
in the future, as arrangements are put in place by AK to broaden the
manufacturing base and reduce the total cost of the Systems will include a
technology fee not to exceed [*****]. Licensor, Covanta and AK shall use their
best efforts to negotiate in good faith and agree as soon as practicable to the
terms of such procedure and any other mechanisms that may be necessary or
helpful to determine the pricing for the Systems or any other items. Licensor
shall provide Covanta, prior to the end of each November, with the updated
pricing for the following year. Licensor further agrees (and AK, by its
execution of this Agreement in the space provided below, agrees) that Covanta
will not be charged more during any year for a

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purchase of one or more Systems for delivery in a country than
the lowest price that is paid by any other licensee of Licensor or customer of
AK for delivery in such country in connection with a purchase of a comparable
number of Systems in such year.

Section 3.5 No Royalties. Neither Covanta (or its
Affiliates) nor any Purchasers or Third Party Purchasers shall be required to
pay royalties to Licensor, AK, Global or any other Person in connection with the
exercise by Covanta or its Affiliates of any of the license rights in the
Technology granted under this Agreement.

Section 3.6 Payment to AK. Upon the execution of this
Agreement by Licensor and the execution of the Acknowledgment and Agreement by
Dr. Christian Koch and AK in the space provided below, Covanta shall pay the sum
of [*****] to AK, the full amount of such payment to AK to be credited against
the Purchase Price for the Demonstration Plant under the Purchase Order for the
Demonstration Plant.

ARTICLE 4  CERTAIN OBLIGATIONS OF THE PARTIES

Section 4.1 Supply of Information. Licensor shall supply
Covanta from time to time with all information relating to the installation and
operation of Systems reasonably required or requested by Covanta. Further,
Licensor and/or AK shall provide Covanta with any revised or updated
installation or operating manuals or bulletins as soon as such materials are
completed and available for distribution.

Section 4.2 Provision of Technical Assistance.
Notwithstanding Section 4.1, Licensor shall not have any obligation to provide
any engineering services or technical assistance regarding the Technology or the
Systems under this Agreement. Any such services and assistance may be provided
under other agreements with Licensor or with AK.

Section 4.3 Acknowledgment and Agreement. Licensor shall
arrange for Dr. Christian Koch to execute this Agreement in the space that is
provided below, on behalf of himself and in his capacity as the President of AK,
to evidence (i) their acknowledgement that they have reviewed this Agreement and
agree to any obligations on their parts, (ii) their consent to the terms of this
Agreement and (iii) their agreement for AK to enter into a substantially similar
form of license agreement with Covanta if the rights of Licensor pursuant to or
as contemplated by the Rights Agreements are not supplemented to the extent
necessary to enable Licensor to grant all of the rights being granted to Covanta
hereunder or if any such rights granted to Licensor are terminated for any
reason, such new license agreement to preserve Covantas Full Rights and/or
Qualified Rights in Territory A and Territory B.

Section 4.4 Cooperation with Demonstration Plant.
Licensor acknowledges that there are a number of Improvements that could be made
with respect to the design and fabrication of the Technology that will enable
the Demonstration Plant to be more effective and that feedback from the initial
start-up and operation of the Demonstration Plant may yield additional
possibilities for design and fabrication Improvements. Licensor agrees that
Licensor and AK shall cooperate with Covanta to work on any such

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Improvements to the Technology prior to AK completing the
manufacturing of the System that is ordered for the Demonstration Plant, as well
as following the delivery, start-up and operation of such System.

Section 4.5 Purchase of the System for the Demonstration
Plant. Covanta shall place the Purchase Order for the System required for
the Demonstration Plant, and the Parties shall cooperate with one another in
good faith in connection therewith, as follows:

(a) During the ninety (90) day
period following the execution hereof, Covanta and Licensor shall perform a
detailed review of the results of the testing of the facility in Eppendorf,
Germany and all other relevant information that is available to the Parties and
their Affiliates, and provide all such information, along with suggestions for
any potential Improvements that can be made to the System, to AK to ensure that
the System which is ordered for the Demonstration Plant will take into account
all of such information and suggestions. During such period, it is the
expectation of the Parties that they and their Affiliates will review and
evaluate the mechanical process of the System and provide all information
regarding such review and evaluation to AK.

(b) During the ninety (90) day
period provided for in Section 4.5(a), Licensor shall assist Covanta in
negotiating the terms of the Purchase Order for the System for the Demonstration
Plant with AK. The Purchase Order shall reflect the following terms and
conditions and otherwise be acceptable to AK and Covanta:

| | (i)   | A purchase price (the Purchase Price) consistent with
      the terms of this Agreement, including Section 3.1 and 3.2;                                                                                                                                                                                                                                                                                                               
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (ii)  | A down payment equal to [*****] to AK by Covanta at the
      time this Agreement is signed as provided for in Section 3.6;                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iii) | The delivery by AK of a comprehensive package of
      documents for the System (the Document Package), including all
      preliminary drawings, detailed heat and material balances, interface
      control documents, equipment specifications, piping and instrumentation
      diagrams, a System manufacturing plan and such other documents as the
      Parties agree should be made available by AK for review by
  Covanta;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iv)  | Within twenty-one (21) days following the delivery of a
      complete Document Package, AK, Licensor and Global shall meet to review
      the Document Package and discuss any comments of, or changes being
      proposed by, Covanta and work out any final changes to the Document
      Package;                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (v)   | Within fifteen (15) days of agreeing on the Document
      Package, a payment of [*****]by Covanta to AK if the KDV 500 is being
      ordered with two proprietary mixing turbine pumps or a
  payment                                                                                                                                                                                                                                 

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| |        | of [*****] by Covanta to AK if the KDV 500 is being
      ordered with only one proprietary mixing turbine pump;                                                                                                                                                                                                                                                                                                                                                               
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (vi)   | The right for Covanta to make one or more visits to AKs
      facility to review the fabrication of the System to confirm that the
      System is being fabricated in accordance with the Document
  Package;                                                                                                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (vii)  | The obligation for AK to successfully test the completed
      System at AKs fabrication facility in Germany, it being agreed that
      Covanta shall be given at least fifteen (15) days prior written notice of
      such test and the right to have one or more individuals attend the test to
      verify that such test was successfully completed, following which AK shall
      disassemble the System, prepare the System for shipment and ship the
      System; 
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (viii) | A payment of fifty percent (50%) of the balance of the
      Purchase Price (i.e., the difference between the Purchase Price and
      all of the amounts paid previously by Covanta to AK, such balance amount
      to be referred to herein as the Purchase Price Balance) to AK by Covanta
      once the System has been successfully tested at AKs fabrication facility,
      disassembled for shipment and placed on a ship for delivery to the United
      States;
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (ix)   | A payment of twenty-five percent (25%) of the Purchase
      Price Balance to AK by Covanta once the System has been physically
      delivered to the site of the Demonstration Plant and it has been erected,
      assembled and deemed to be mechanically complete; and                                                                                                                                                                                                    
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (x)    | A final payment of twenty-five percent (25%) of the
      Purchase Price Balance to AK by Covanta once the System has passed all
      tests required for it to be deemed to be ready for commercial
      operation.                                                                                                                                                                                                                                                          

(c) At the end of the ninety (90)
day period provided for in Section 4.5(a), the Purchase Order for the System for
the Demonstration Plant shall be placed by Covanta through Licensor, such
Purchase Order to reflect a credit for the [*****] payment made by Covanta to AK
at the time this Agreement is signed in accordance with the provisions of
Section 3.6.

ARTICLE 5  EFFECTIVE DATE AND TERM

Section 5.1 Effective Date. This Agreement shall become
effective on the date that it has been signed by both of the Parties and by Dr.
Christian Koch (the Effective Date).

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Section 5.2 Term of the Agreement. This Agreement shall
continue in effect from the Effective Date until July 1, 2028 unless it is
terminated earlier by the provisions hereof or by either Party in accordance
with its rights hereunder.

ARTICLE 6  INTELLECTUAL PROPERTY

Section 6.1 No Transfer of Ownership of the Technology.
The Parties agree that this Agreement shall not transfer the ownership of the
Technology or any of the Intellectual Property therein, and that Covanta will
not have any right, title or interest in or to the Technology, except as set
forth in Section 6.2 or as expressly licensed to Covanta pursuant to this
Agreement or any separate agreement.

Section 6.2 Improvements. All Improvements conceived,
developed or acquired by AK or Licensor during the term hereof shall be included
under the license rights granted herein. All such Improvements conceived,
developed or acquired exclusively by AK or Licensor shall remain the property of
AK or Licensor, respectively. All processes, components, systems or other
technology, whether or not constituting an Improvement, conceived, developed or
acquired exclusively by Covanta shall remain the property of Covanta.

Section 6.3 Covanta Technologies. Licensor acknowledges
that Covanta is engaged in operating, developing, creating, manufacturing,
marketing, reproducing, distributing, using, licensing and otherwise
commercializing a variety of technologies, components and applications relating
to processing waste and creating energy from a variety of waste sources. In
connection with this line of business, Covanta owns or otherwise has rights in
intellectual property as of the Effective Date and may acquire other ownership
or rights in other intellectual property after the Effective Date. Licensor
acknowledges and agrees that Covanta shall not have any obligation under this
Agreement to disclose to Licensor or make available for use by Licensor any such
intellectual property.

Section 6.4 Sharing of Intellectual Property. If either
Party wants to expand the scope of their business relationship and disclose to
the other Party intellectual property that has been independently developed or
acquired, but which is not otherwise expressly covered by the terms of this
Agreement and the other Party is interested in such disclosure, the Parties
shall enter into a written agreement identifying such intellectual property and
the terms and conditions relating to the disclosure and use thereof.

ARTICLE 7  INFRINGEMENT AND DESIGNATIONS

Section 7.1 Notice of Infringements. During the term
hereof, Licensor and Covanta shall promptly notify each other in writing with
respect to any claim of infringement of any Patent or other right asserted
against it by any Person arising out of the exercise of the rights being granted
hereunder.

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Section 7.2 Indemnity for Infringement or
Misappropriation. Licensor shall indemnify and hold harmless Covanta, its
Affiliates, any Purchasers and Third Party Purchasers (collectively, the
Indemnified Parties) from any and all claims of infringement or
misappropriation and attendant damages and costs by virtue of the exercise of
the rights granted to an Indemnified Party hereunder or under any Purchase
Order. To secure the indemnity provided for in this Section 7.2, the Indemnified
Party shall: (i) provide notice to Licensor of the claim giving rise to the
liability as soon as reasonably practicable after receiving a notice of the
claim, it being agreed that any delay in providing such notice to Licensor shall
not relieve Licensor of its indemnity obligations except to the extent it was
prejudiced by such delay; and (ii) use reasonable business efforts to cooperate
fully with Licensor in defending the claim; provided, however,
that Licensor shall not enter into any settlement or compromise creating any
payment obligation, admission or other obligation on the part of any Indemnified
Party without such Indemnified Partys prior written consent. The Indemnified
Parties shall permit Licensor to defend and compromise such claim, but each
Indemnified Party may employ its own counsel, at its own expense, to assist
Licensor with respect to any such claim. Notwithstanding the foregoing, the
Indemnified Parties shall not be entitled to indemnification hereunder if the
infringement is due to the Indemnified Party or its Affiliates: (i) using the
System in violation of the express written operating instructions that are
provided by AK if the subject claim would have been avoided but for such
unauthorized use; or (ii) modifying the System in a manner which is not
authorized by Licensor which actually causes such infringement if the subject
claim would have been avoided but for such modification.

Section 7.3 Use of Designations. If requested by
Licensor in writing, Covanta shall, in accordance with the written instructions
of Licensor, provide for any System or any part of the Technology, legible
statutory notice of any Patent, the existence of the license herein granted and
the identity of Licensor and/or AK. Notwithstanding anything contained herein to
the contrary, no rights are being granted by either Party to the other regarding
their respective trade names or trademarks.

Section 7.4 Limitation of Liability. The Parties
expressly waive any claims against each other and their respective Affiliates
for indirect, special, non-compensatory, incidental, punitive, exemplary or
consequential damages of any type, whether arising in contract or tort
(including negligence, whether sole, joint or concurrent or strict liability),
arising out of or relating to this Agreement or a breach hereof;
provided, however, that this provision shall not waive any claims
that the Parties may have under any other agreements entered into between the
Parties. The limitations on liability and the remedies set forth in this
Agreement have been expressly bargained for by the Parties and reflect the
knowing allocation of the risks inherent in this Agreement between the Parties.

ARTICLE 8  REPRESENTATIONS AND WARRANTIES

Section 8.1 Party Representations. As of the Effective
Date, each Party represents and warrants to the other Party that:

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(a) It is duly organized and
validly existing and, where applicable, is in good standing under the laws of
the jurisdiction of its formation and it has all requisite power and authority
to enter into and perform its obligations under this Agreement;

(b) The execution, delivery and
performance of this Agreement have been authorized and approved by its Board of
Directors and do not and will not (i) violate any law, rule, regulation, order,
decree or permit which is applicable to it or (ii) violate its organizational
documents or any agreement to which it is a party;

(c) This Agreement is a legal and
binding obligation of such Party, enforceable against such Party in accordance
with its terms, except to the extent enforceability is modified by bankruptcy,
reorganization and other similar laws affecting the rights of creditors
generally and by general principles of equity; and

(d) There is no litigation
pending or, to the best of its knowledge, threatened to which such Party, its
parent or any of its subsidiaries is a party that, if adversely determined,
would have a material adverse effect on the financial condition, prospects or
business of such Party or its ability to perform its obligations under this
Agreement.

Section 8.2 Licensor Representations Regarding the
Technology. As of the Effective Date, Licensor represents and warrants to
Covanta, its Affiliates and each Purchaser and Third Party Purchaser that:

(a) A list of all relevant
Patents as of the Effective Date is set forth in Exhibit 2 attached hereto and
all such Patents are current and valid as of the Effective Date with any and all
required fees to maintain the same having been paid;

(b) Licensor has licensed or
otherwise has or otherwise will secure the rights in and to the existing and
future Technology, including Intellectual Property necessary for Licensor to
grant to Covanta the rights being granted in this Agreement, and there are no
rights, options or other contractual obligations on the part of AK, Dr.
Christian Koch or any other Person that would result in such Technology,
including Intellectual Property, no longer being owned by or licensed to AK or
licensed by Licensor, and AK shall maintain, prosecute and defend (or cause any
other Person that owns any Patents to maintain, prosecute and defend) all
Patents and pay all fees in connection therewith;

(c) The Technology, including
Intellectual Property, does not use or include or rely on any third party
intellectual property and no third party owns any rights, including intellectual
property rights, necessary to Covantas exercise of any of its rights under this
Agreement that have not been licensed to AK;

(d) Except for any rights granted
to Global or to American Renewable Diesel, LLC, no rights have been provided to,
or authorized for, any Person to exercise any rights in, the Technology,
including the Intellectual Property, which are inconsistent with the rights
granted to Covanta hereunder;

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(e) The Technology as currently
used by AK and as planned to be used by Licensor and Covanta in accordance with
the terms of this Agreement, does not infringe, misappropriate or otherwise
violate any patent, copyright, trademark, trade secret or other proprietary or
intellectual property right of any Person, and AK and/or Licensor have not
received, and to its knowledge does not know of any facts that could give rise
to, any charge, complaint, claim, demand, notice or other communication (i)
alleging any such infringement, misappropriation or other violation, (ii)
requesting that AK and/or Licensor take a license from any Person or (iii)
challenging the validity or enforceability of the Intellectual Property. AK
and/or Licensor has no knowledge of any current or threatened infringement,
misappropriation or other violation by any Person of the Intellectual Property,
and AK and/or Licensor has not, and has no knowledge of any facts that would
require that there be, sent or otherwise communicated to any Person any charge,
complaint, claim, demand or notice asserting infringement, misappropriation or
other violation of any of any such Intellectual Property; and

(f) Licensor has provided Covanta
with a true and correct copy of the Rights Agreements and there has not been any
amendment to the Rights Agreements since they were executed. Licensor shall
provide Covanta with a true and correct copy of any amendments made to the
Rights Agreements during the term hereof and a copy of any additional agreements
entered into by Licensor with AK or Dr. Christian Koch regarding the rights of
Licensor with respect to the Technology. Licensor shall provide Covanta with a
copy of any default notice or any similar communications received by Licensor
from AK during the term hereof and provide Covanta with updates from time to
time regarding the resolution of any such termination notice. Licensor shall not
agree to or make any amendment to any of the Rights Agreements or enter into any
other agreements regarding its rights to the Technology that would reduce or
affect any of Covantas rights under this Agreement.

ARTICLE 9  RESOLUTION OF DISPUTES

Section 9.1 Dispute Resolution. The Parties agree to
cooperate with each other in good faith to try to resolve any controversy or
dispute between them arising under this Agreement (each a Dispute) in
accordance with the following procedures:

(a) If a Dispute cannot be
resolved informally, such Dispute shall initially be referred, through written
notice by one Party to the other Party, to a meeting of senior management
representatives of the Parties. The senior management representatives will meet
to resolve the Dispute within fifteen (15) days following presentation of the
matter to them.

(b) If the Dispute cannot be
resolved pursuant to Section 9.1(a), the Chief Executive Officers of the Parties
shall meet to resolve the Dispute within fifteen (15) days following the
conclusion of the consideration of the Dispute under Section 9.1(a) .

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(c) If the matter is not resolved
within thirty (30) days of the written notice in Section 9.1(a), either Party
may submit the Dispute to arbitration by submitting a Request for Arbitration
pursuant to Article 4 of the Rules of Arbitration of the ICC or such equivalent
arbitration rules of the ICC then in effect (the ICC Rules), provided that
nothing in this Agreement shall prevent or delay either Party from applying for
interim or conservatory measures pursuant to Article 23 of the ICC Rules.

Section 9.2 Arbitration of Unresolved Disputes.

(a) All Disputes arising out of
or in connection with this Agreement that are not resolved in accordance with
the provisions of Section 9.1 shall be finally settled under the ICC Rules by
binding arbitration conducted in the English language and held in Washington,
D.C. before a panel of three (3) arbitrators. Notwithstanding anything to the
contrary in the ICC Rules, the following procedures shall apply for the
appointment of the three (3) arbitrators. Each Party shall appoint one (1)
arbitrator, obtain its appointees acceptance of such appointment and deliver
written notification of such appointment and acceptance to the other Party
within thirty (30) days from the date that the Dispute was submitted to
arbitration. If a Party fails to deliver written notification of its appointment
of an arbitrator and his/her acceptance within the time period provided in this
Section 9.2, then such arbitrator shall be appointed by the ICC in accordance
with the ICC Rules and be deemed a Party-appointed arbitrator for all purposes
hereof. The first two arbitrators so selected shall select the third arbitrator
(who shall act as chairman of the arbitration proceedings), prior to the
thirtieth (30th) day following the appointment of the second
Party-appointed arbitrator. If the Party-appointed arbitrators are unable to
select a neutral arbitrator, they shall jointly submit a list of four names (two
each) to the ICC, which shall select the third arbitrator from the list
submitted to it.

(b) No arbitrator shall be a past
or present employee or agent of, or consultant or counsel to, a Party or any
Affiliate of a Party, unless such restriction has been waived in writing by the
other Party to the proceeding.

(c) The substantive law governing
the Dispute shall be the laws of the State of New York.

(d) The arbitrators shall have
the sole power and authority to determine the arbitrability of any Dispute
arising under or relating to this Agreement or the subject matter hereof.
Subject to any other relevant limitations set forth elsewhere herein, the
arbitrators will have the power to award any type of relief that is just and
appropriate in the arbitrators discretion, including compensatory damages,
injunctive orders, orders for specific performances and declarations of rights.

(e) The arbitrators shall not
have power, however, to award punitive, consequential, exemplary or treble
damages or any other type of relief in the nature of a penalty, and the Parties
hereby expressly waive any right they might otherwise have to such relief. THE
PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY

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WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS
AGREEMENT.

Section 9.3 Finality; Enforcement. Any decision or award
of a majority of an arbitral panel, as applicable, shall be final and binding
upon the Parties. Each Party agrees that the arbitral award may be enforced
against it or its assets wherever they may be found and that a judgment upon the
arbitral award may be entered in any court having jurisdiction thereof. The
Parties hereby waive any right to appeal or to review of the decision or the
award of an arbitral panel by any court or tribunal and also waive any
objections to the enforcement of such decision or award.

Section 9.4 Costs. The costs of arbitration shall be
paid in accordance with the decision of the arbitral panel pursuant to the ICC
Rules.

Section 9.5 Continuing Performance Obligations. The
existence of any Dispute or the pendency of the Dispute resolution procedures
set forth herein will not relieve or excuse a Party from its ongoing duties and
obligations under this Agreement, and the Parties shall nevertheless proceed
with the performance of this Agreement in accordance with the terms hereof.

ARTICLE 10  TERMINATION

Section 10.1 Termination Rights. This Agreement may be
terminated by either Party in the case of the failure of the other Party to
fulfill any of its material obligations hereunder (a Default) on ninety (90)
days prior written notice to the Party in Default, such notice to specify the
performance failure of such Party.

Section 10.2 Cure Rights. Notwithstanding anything
contained herein to the contrary, a Party that is in Default shall be entitled
to cure such Default by satisfying its performance obligation prior to the end
of such ninety (90) day period. Furthermore, if such Party is diligently
proceeding to cure such Default but such cure cannot be accomplished within such
ninety (90) day period, the Party in Default shall be given up to an additional
sixty (60) days to cure the Default so long as such Party continues to
diligently pursue curing the Default. If the Default is cured by the Party that
is in Default prior to the end of the cure period, then the notice of
termination shall be null and void. If a Party fails to cure a Default, then
this Agreement shall terminate on the date set forth in the notice of Default,
but in no event prior to ninety (90) days following the issuance of such notice
of Default.

Section 10.3 Right to Retain the License.
Notwithstanding anything contained herein to the contrary, if Licensor is in
Default for a failure to perform any material obligation hereunder, Covanta
shall retain all the license rights and other rights granted to Covanta
hereunder, without any obligation to purchase any System through Licensor. In
such case, Covanta shall place all Purchase Orders through AK.

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Section 10.4 Termination by Licensor. If Licensor
terminates this Agreement based on a failure of Covanta to fulfill any of its
material obligations hereunder, Covanta shall not be relieved of the limitations
and restrictions imposed by this Agreement upon the use or dissemination of the
Technology and/or the Systems which is not at such time in the public domain;
and that for installed Systems, Covanta shall retain all the license rights and
other rights granted to Covanta hereunder.

ARTICLE 11  GENERAL PROVISIONS

Section 11.1 Expenses. Except as is otherwise expressly
provided in this Agreement, each Party will bear its respective expenses
incurred in connection with the preparation, execution and performance of this
Agreement.

Section 11.2 Confidentiality. The Parties agree to
maintain the confidentiality of this Agreement and the terms and conditions
hereof. Any public announcements or similar publicity with respect to this
Agreement shall be issued at such time and in such manner as the parties shall
jointly determine. Notwithstanding the foregoing, each Party (and its
Affiliates) shall have the right to make all such disclosures as required by
applicable law or by any governmental body, including any stock exchange or
securities market to whose regulations or disclosure requirements a Party is
subject, without the consent of the other Party hereto; provided,
however, that in the event of any such required disclosure, the
disclosing Party (and its Affiliates), to the extent reasonably practicable,
shall provide the other Party with advance notice of any such disclosure and an
opportunity to comment thereon. The parties acknowledge that it is their intent
to limit, to the fullest extent possible, any publicity regarding their joint
cooperation during the Interim Period, it being recognized, however, that
Covanta will need to contact public officials in connection with securing
permits or other approvals for the Demonstration Plant. In such regard, Covanta
will undertake to obtain assurances of confidentiality from such public
officials, but disclosures may nevertheless result.

Section 11.3 Notices. All notices, consents, waivers and
other communications under this Agreement must be in writing and will be deemed
to have been duly given when (i) delivered by hand (with written confirmation of
receipt), (ii) sent by telecopier (with written confirmation of receipt),
provided that a copy is mailed by registered mail, return receipt requested, or
(iii) when received by the addressee, if sent by a nationally recognized
overnight delivery service (receipt requested), in each case to the appropriate
addresses and telecopier numbers set forth below (or to such other addresses and
telecopier numbers as a party may designate by notice to the other parties):

Licensor:

AlphaKat - Global Energy GmbH
Schulstrasse 8

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96155 Buttenheim, Germany
Attention: Chief Executive Officer Facsimile: +49-9545-950325

Covanta:

Covanta Energy Corporation c/o
Covanta Holding Corporation 40 Lane Road Fairfield, NJ 07004, USA
Attention: General Counsel Facsimile: +1-973-882-7357

Section 11.4 Waiver. Neither the failure nor any delay
by either Party in exercising any right, power or privilege under this Agreement
shall operate as a waiver of such right, power or privilege, and no single or
partial exercise of any such right, power or privilege will preclude any other
or further exercise of such right, power or privilege or the exercise of any
other right, power or privilege. To the maximum extent permitted by applicable
law, (i) no claim or right arising out of this Agreement can be discharged by
one Party, in whole or in part, by a waiver or renunciation of the claim or
right unless in a writing signed by the other Party, (ii) no waiver that may be
given by a Party will be applicable except in the specific instance for which it
is given and (iii) no notice to or demand on one Party will be deemed to be a
waiver of any obligation of such Party or of the right of the Party giving such
notice or demand to take further action without notice or demand as provided in
this Agreement.

Section 11.5 Entire Agreement and Modification. This
Agreement supersedes all prior agreements between the Parties with respect to
its subject matter and constitutes a complete and exclusive statement of the
terms of the agreement between the Parties with respect to its subject matter.
This Agreement may not be amended except by a written agreement executed by the
Party to be charged with the amendment.

Section 11.6 Assignment. Neither Party may assign its
rights under this Agreement, in whole or in part, without the prior written
consent of the other Party, which consent shall not be unreasonably withheld or
delayed, except that each Party may make an assignment of this Agreement to an
Affiliate (so long as such Party remains liable for its obligations hereunder
following such assignment) and each Party may make a collateral assignment of
its rights hereunder to one or more lender(s) in connection with the financing
being arranged by such Party. In the case of a collateral assignment by one
Party to one or more lenders, the other Party shall, if requested to so,
negotiate the terms of a consent to assignment in good faith and enter into such
consent without delay. Notwithstanding the

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foregoing, a Party may withhold its consent in the case of a
proposed assignment to any Person that is a Competitor of the Party whose
consent is being sought.

Section 11.7 Severability. If any provision of this
Agreement is held to be invalid, illegal or unenforceable by any court of
competent jurisdiction, the other provisions of this Agreement will remain in
full force and effect. Any provision of this Agreement held invalid, illegal or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid, illegal or unenforceable.

Section 11.8 Governing Law. This Agreement will be
governed by, and construed in accordance with the laws of, the State of New York
without regard to its conflicts of law (other than Sections 5-1401 and 5-1402 of
the New York General Obligations Law).

Section 11.9 No Power of Representation. Neither Party
shall have the authority or right under this Agreement to, nor shall either
Party hold itself out as having the authority or right under this Agreement to,
(i) assume, create or undertake any obligation of any kind whatsoever, express
or implied, on behalf of or in the name of the other Party without the express
prior written consent of such other Party or (ii) accept service of any legal
process addressed to or intended for such other Party.

Section 11.10 No Partnership. Nothing in this Agreement
shall be construed as creating a partnership, association, joint venture or any
other legal entity between the Parties (including their Affiliates), nor a
fiduciary relationship between the Parties (including their Affiliates).

Section 11.11 No Third Party Beneficiaries. No provision
of this Agreement is intended or is to be construed to confer upon any Person,
other than the Parties and their respective Affiliates and successors and
permitted assigns, any rights or remedies under or by reason of this Agreement,
except for all Purchasers and Third Party Purchasers to the extent provided for
in Section 2.6.

Section 11.12 Counterparts and Facsimile Signatures.
This Agreement, and any other agreement, instrument, certificate of other
documents desirable to be executed and delivered in order to consummate the
Contemplated Transactions, may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.
Any such document may be executed by facsimile signature. The signatures below
of Covanta and Licensor also serve to state their agreement and position as
parties to the Acknowledgement and Agreement which is being signed below by
Dr. Christian Koch and AK.

[Signature page follows]

23

---

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

| | ALPHAKAT - GLOBAL ENERGY GMBH
| | -----------------------------
| |                              
| |                              
| |                              
| | By:                          
| |                              
| |                              
| |                              
| |                              
| | COVANTA ENERGY CORPORATION   
| |                              
| |                              
| |                              
| | By:                          
| |                              
| |                              
| |                              

Acknowledgment and Agreement:

Dr. Christian Koch, in his capacity as President of AK and his
individual capacity hereby, as signed below, acknowledges he has reviewed this
License Agreement in its entirety, agrees to all of the terms hereof and
confirms that the representations and warranties that are made in Section 8.2
are true and correct.

AK owns or has sufficient rights, and has granted Licensor
sufficient rights, to allow Covanta to exercise the rights granted under the
License Agreement. If for any reason the rights granted to Covanta by Licensor
are not sufficient to allow Covanta to exercise its rights under the License
Agreement, Dr. Christian Koch or AK shall convey or cause to be conveyed any and
all further rights needed by AK or Licensor to permit Covanta to exercise such
rights under the License Agreement. If the rights granted or to be granted to
Licensor are terminated for any reason or if Licensor ceases to exist, AK shall
enter into a substantially similar form of license agreement with Covanta, such
new license agreement to preserve the Full Rights and/or the Qualified Rights
granted to Covanta in Territory A and Territory B. Dr. Christian Koch agrees
that he will cause AK to perform its obligations hereunder.

All capitalized terms herein have the meanings given in the
License Agreement.

By:  /s/ Dr. Christian KochDr. Christian Koch

24

---

Date: February 6, 2008

25

---

EXHIBIT 1  RIGHTS AGREEMENTS

Terms of Agreement dated May 2, 2007 Shareholders
Agreement dated July 10, 2007 Articles of Association of Licensee dated
November 14, 2007 and November 22, 2007

26

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|May 2, 2007                                                 
|------------------------------------------------------------
|                                                            
|Terms of agreement between:                                 
|Global Energy Inc (GE) public company on NASDAQ
      OTCBB,
|With offices in Israel at                                   
|Migdal Aviv 35 floor                                        
|7 Abba Hillel St., Ramat Gan, Israel                        
|                                                            
|And                                                         
|                                                            
|ALPHAKAT GMBH (AK)                                          
|Schlstrasse 8                                               
|D-96155 Buttenheim, Germany                                 

1.
      ALPHAKAT GMBH (AK) Technology
      AK and its principle
          Dr. Christian Koch developed owned and registered
          patents for technology to convert different types
          of Municipal solid Waste (MSW), organic materials,
          refinery sludge etc. into mineral diesel oil. The
          technology incorporates KDV plant and low temperature
          vacuum process including special patented catalyst
          and high speed turbine to distillate organics into
          diesel, all together the "technology" KDV500 has
          turbine of 2X200 KW, KDV5000 has turbine of 2X2000
          KW2.
      AK demonstration plants
      AK has built five
          plants to demonstrate its technology in the following
          countries: Mexico, Canada, Spain, Bulgaria and Italy. The
          plants KDV500 in Spain, Canada and Bulgaria are in
          a phase of final commission, GE has started due diligence and visited the KDV500 in Bulgaria, GE also discussed with the principals of the Canadian operation to learn more about the KDV500 in the state of Toronto town Berrie, Canada.3.
      GE and AK cooperation
      Both companies
          GE and AK are looking to find a framework to cooperate
          in developing the technology, the potential market,
          and establish long term relationship to bring the
          technology to its utmost potential.4.
      GE contributions
      GE can assist
          AK in the following fields: 
                    a     
          Financial support. 
                    b. Assistance in corporate management, sales
          and after sales support. This will achieve by new
          joint marketing and 
                          
          Sales Company (M&S) as defined below.
          c. Organizer of engineering and plant erection
          world wide. 
                    d. Manage of Joint Ventures in many countries
          to produce diesel by utilizing the technology.5.
      AK contributions
      AK and its principle
          Dr. Christian Koch can emphasize its valuable time
          for:


---

a.
        Continues R&D for perfection of the technology. 
                  b. Continues study to reduce the cost of
        the KDV units. 
                  c. Leading the R&D program for KDV
        5000. 
                  d. Support the team of building and erection
        of plants. 
                  e. Support field ideas from the Joint
        Ventures to maximize the technology.6.
      Phase one: Marketing
          and Sales Company
      AK and GE will
          establish a marketing and sales world wide marketing
          company with equal partnership. The M&S will have exclusive right to sell the
          technology and plants worldwide. No other company
          will receive such exclusive rights.
        AK will continue to sell the technology
          and plants with other and smaller turbine up to
          200 KW and 350 KW directly to any person in the
          world. It is AK's option to give old or new contact for new
          plant to the joint M&S Company to continue the sales
          negotiations. AK already gave exclusive rights for sales to: Italy,
          Spain, Portugal, Bulgaria, Mexico and Canada, and in
          Mexico and Spain for cooperation in mounting plants. 
                    o
          The end user of M&S Company will pay the cost
          of the plant directly to AK the price includes agreed
          fee of 10% to the joint M&S Company.
          
                    o GE will finance all the M&S Company
          activity in the world. 
                    o GE will deal with all permits required
          for erecting and selling the diesel in these
          countries. 
                    o GE will manage the company and will appoint
          the personnel to achieve the goals of sales and
          after sales maintenance for these plants. 
                    o GE will build a finance program to support
          the end user worldwide and allow them to pay the
          plant costs to AK. 
                    o AK will support all technical aspects
          of the company and the customers.o
          AK and GE will agree of the company strategy and its annual plans. 
                    o AK has the right to vote against a specific
          decision of a deal. 
                    o The Joint Company will be the only company
          with such rights. o
          The Joint Company will have the exclusive


---

right to sell any KDV turbine larger than and 350
          KW.7.
      Order of 3 KDV 500
      GE intends to
          order 3 KDV500 for Poland, USA and Israel.
          GE intends to start the permitting process for these 3
          KDV500 plant. The price of one KDV500 will be 2.5 million Euros if
          GE will order one unit and 2.4 if GE will order all 3
          units together. Payment terms: 
                    o 100,000 Euros for permitting process for
          all 3 units, AK and Dr. Koch will support the
          permitting and EIA process, 
                      
          if the process will require more hourly work then
          GE will pay additional hourly rate of 100 Euros
          for Dr. Koch, 
                      
          80 Euros for senior engineer and 60 Euros for technician.
          
                    o Second payment of 1.2 million Euros for
          ordering of 6 turbines. 
                    o Third payment for each plant of 50% -
          400K already paid for the 2 turbines payment when
          building permit received. 
                    o Fourth payment of 40% at delivery to site.
          
                    o
          Fifth payment of 10% after commission.8.
      Monthly payment
      GE directly or
          through the Joint Company will pay to Dr. Koch a
          salary of 10,000 Euro per month.9.
      Initial Payment
      The monthly payment
          will start subject to: First payment of 10,000 Euro will be only after
          complete technical "Due Diligence (DD)" which will
          include: (i) laboratory test of sealed sample of diesel
          from KDV 500 and (ii) visit continues operation of
          KDV plants.10.
      Phase two
      AK and GE want
          to establish long term cooperation and allow the
          parties to know each other and achieve mutual trust
          in the technology and the people involved in the
          two companies. GE will have the option to invest directly in AK. For the money invested by GE in AK, GE will get shares of the Company as defined below. 
                    a.
          GE will pay the actual cost of the KDV2000 and AK
          will keep open books for that purpose GE will also
          be involved in this process. 
                    b.
          All the above said investment will consider as full price and payment for the first KDV5000 that GE will order. 
                    c.
          The investment for order of KDV5000 will be done by
          3 equal installments every 6 months starting at the
          end of the DD period. 
                    d.
          For the payment of the KDV5000 GE will get


---

10% shares of AK. 
                    e. AK will show all the information to representative
          of GE, and GE representative will assist AK as much
          as possible. 
                    f. The phase two is limited to start this year
          2007 with the first prepayment for ordering the
          necessary parts and payments of the first part of 2
          million Euros, when the payment is not released
          this year the agreement about phase two is cancelled. AK acknowledges that GE is a public company and
          has to report to the Stock Exchange Commissioner
          (SEC) according to the law and AK will report accordingly.
          This investment will subject to full DD that will
          include: 
                    i. Patent and intellectual properties.
          
                    ii. Auditing company's balance sheets for the
          previous three years, including all bank loans
          and other obligations. 
                    iii. Full discloser of KDV 500 production
          
                    iv. Full discloser of shareholding and
          shareholding agreements with companies in
          the countries mentioned in section 2 above.
          
                    v. Full discloser of employee and subcontract
          agreements. 
                    vi. Discloser of all company's registration,
          article of association, legal aspects, past law
          sues, etc. 
                    vii. Board resolution. viii. Any other discloser that GE may request
          to comply with its obligation to SEC. 
                    ix. The money will invest in the company
          according to agreed milestones of the R&D program and the need of agreed working capital. 
                    x. AK will arrange in proper manner all the
          company's intellectual property, process; know
          how, drawings and engineering data. This option for second DD period will be up to eight (8) months after the first payment of first phase.11.
      DD period
      GE will finalize
          its first DD period 30 days after the visit to an
          operational KDV 500 plant.12.
      Final agreement
      Upon mutual decision
          of both sides after the DD period GE and AK will
          work to draft a final agreement for development
          of KDV5000 GE in AK. The final agreement will include
          but not limited to: New Articles of Association,
          new Board of Directors, mechanism to achieve decisions,
          appointing of general


---

manager CEO, appointing of CFO,
        dispute resolutions, etc.13.
      First refusal
      AK agrees that if AK wants to sell
        part of AK shares to third party it will give right
        of first refusal to GE.14.
      Termination of terms of agreement
      the This agreement
        is canceled automatically if one of the parties does not fulfill the obligations.






|By: | /s/ Dr. Christian Koch   |  | By: | /s/ Mr. Asi Shalgi      
|--- | ------------------------ |  | --- | ------------------------
|    | Name: Christian Koch     |  |     | Name: Asi Shalgi        
|    | Title: CEO ALPHAKAT GMBH |  |     | Title: CEO Global Energy

---

July 10, 2007

SHAREHOLDERS AGREEMENT

THIS AGREEMENT is effective
  as of July 10, 2007 by and amongGLOBALENERGYINC., a company incorporated under the laws of the
  State of Nevada (GEYI),
  andALPHAKATGMBH, a company incorporated under the laws of
  the State of Germany (AK),
  (each: a Party and
  together: the Parties).

WHEREAS, the Parties have incorporated a company in (to be defined later) under
  the name of Alphakat - Global Energy Inc (the Company), with GEYI to initially hold 50%
  of the shares and AK to initially hold the remaining 50% of the Shares; and

WHEREAS,the
  Parties desire to cooperate in order to promote the business of the Company
  in accordance with the provisions set forth herein.

NOW, THEREFORE,
  in consideration of the undertakings and the mutual covenants of the Parties
  hereinafter set forth, it is agreed as follows:

|1. | SHAREHOLDING
        IN THECOMPANY                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                               
|   | Each of the parties shall subscribe
        for the shares of the Company, in consideration for the shares par
        value, and the Company shall issue 50% of the Company's shares to GEYI,
        and 50% of the Companys shares to AK (each such amount of the shareholding
        shall hereinafter be referred to as the Shares).
|   |                                                                                                                                                                                                                                                                                                                                               
|2. | MAINPURPOSE                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                               
|   | The Companys purpose will
        be the worldwide marketing and sales of the Technology and the products
        (as these terms are defined bellow), or any such other activities as the
        Company may at any time determine, and to engage in any other lawful act
        or activity (the Companys Business).                  
|   |                                                                                                                                                                                                                                                                                                                                               
|   | For the purpose of this Agreement,
        the term"Technology"shall
        mean: the technology of KDV to convert waste containing hydrocarbons into
        mineral diesel oil. And the term "Products"shall
        mean any products ensuing or resulting from the Technology including KDV
        turbines.                            
|   |                                                                                                                                                                                                                                                                                                                                               
|3. | PLACE
        OFBUSINESS                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                               
|   | The Companys principal
        place of business shall be (TBD), unless determined otherwise by the Companys
        Board of Directors.                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                               
|4. | TRANSFERRESTRICTIONS                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                               
|   | 4.1                                                                                                                                                                                                                                                                                                                                           

---

| |     | to be bound by all of the provisions of
        this Agreement and (ii) any Transfer in interests in a Permitted Transferee
        shall be subject to all the transfer restrictions in this section and
        otherwise contained in this Agreement (section 5, 6 and 7) as if interests
        in such Permitted Transferee were shares in the Company.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                              
| | 4.2 | In no event may either Party Transfer any
        of their Shares to any person, entity, business or venture that competes
        with the Company's Business.                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                              
| | 4.3 | Notwithstanding the foregoing, neither
        Party may Transfer any of its Shares during the first five (5) years following
        incorporation of the Company.                                                                                                                                                                                          

|5. | RIGHT OFFIRSTOFFER(THE"RIGHT")
|-- | ------------------------------
|   |                               
|   | 5.1                           
|   |                               
|   | 5.2                           
|   |                               
|   | 5.3                           
|   |                               
|   | 5.4                           
|   |                               
|   | 5.5                           
|   |                               
|6. | TAGALONG                      
|   |                               
|   | 6.1                           

2

---

| | 6.2 | The other Shareholder shall have the option,
        exercisable by written notice to the Offereor, within thirty (30) days
        after receipt of the notice from the Offeror, to require participation
        in the sale as referenced in section 6.1 above.                                                                 
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                    
| | 6.3 | In the event that the other Party exercises
        its tag along rights hereunder, the Initiating Party must cause the proposed
        transferee to add such shares to the shares to be purchased by the transferee,
        as part of the sale agreement to such a degree that all of the Co-Sale
        Shares are included.

|7. | RESERVED
|-- | --------
|   |         
|   | 8       
|   |         
|   | 8.1     
|   |         
|   | 8.2     
|   |         
|   | 8.3     
|   |         
|   | 8.4     
|   |         
|   | 8.5     

3

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|9 | TERMINATION OF RIGHTS
|- | ---------------------

|9.1 | The rights contained in Sections 4, 5,
        6, 7, 8 and 11 shall terminate and be of no further force or effect (i)
        immediately upon the consummation of the IPO or (ii) when the Company
        first becomes subject to the periodic reporting requirements of Section
        12(g) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended,
        or the reporting requirements of a similar reporting regime of another
        jurisdiction, whichever event occurs first.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10 | BOARD OFDIRECTORS
|-- | -----------------

|10.1 | So long as each Party owns 50% of the outstanding
        shares of the Company, then each Party shall be entitled to appoint an
        equal number of directors to the board of directors of the Company. In
        the event that either Party holds, at any time in the future, a majority
        of the number of outstanding Shares, then such Party will have the right
        to appoint a majority of the directors of the board of directors of the
        Company.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.2 | Initially, the directors appointed by GEYI
        shall be Mr. Asi Shalgi and Mr. Yossi Raz and the directors appointed
        by AK shall initially be Dr. Christian Koch and Mr. Ludwig Christian Koch.                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.3 | Neither Party shall be able to assign or
        transfer its/his right to designate a director to any other third party.                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.4 | Within 60 Days from the Effective Date
        of this Agreement, the board of directors shall agree on the Company's
        marketing and sales strategy, annual business plan, and goals.                                                                                                                                                                                                                                                                                      

|11 | MANAGEMENT OF THECOMPANY
|-- | ------------------------

|11.1 | GEYI shall appoint Mr. Yossi Raz as the
        Company's Chief Executive Officer ("CEO"') in accordance with the terms
        of an Employment Agreement attached hereto at Appendix A (the "Employment
        Agreement") between Mr. Yossi Raz and the Company
        as set out at Appendix A. Any subsequent CEO shall be appointed by GEYI.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                     
|11.2 | AK shall initially appoint Dr. Christian
        Koch as the Company's Chairman. The Company's Chairman shall not have
        a casting vote. Any subsequent Chairman shall be appointed by AK.                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                     
|11.3 | AK shall have the right object to any sale
        of Product promoted or intended by the Company, in which case the Company
        shall not perform such sale and/or cease the promotion of such sale as
        applicable                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                     
|11.4 | The Company's CEO and Chairman shall be
        responsible for the day to day management of the Company, and the implementation
        of the Company's marketing and sales strategy and business plan, and for
        meeting the Company's goals.                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                     
|11.5 | Notwithstanding any action or resolution
        regarding any of the following issues, is to be approved by the Companys
        board of directors:                                                                                                                                                                                              

4

---

.iany
  action that authorizes, creates or issues shares of any class.

.iiany action that reclassifies any outstanding shares into shares having
  preferences or priority as to dividends or assets senior to or on a parity with
  the Ordinary Shares;.

iiiany merger or consolidation of the Company with or into one or more other
  corporations;

.ivthe sale, lease, or other disposition of a material asset
  or the sale of all or substantially all of the Companys assets;

.vany
  change in the rights relating to the composition or in the right to appoint
  members to the Board of Directors;

.viany transactions between the Company and any Interested Party; an Interested
  Party shall mean a director, officer, employee,
  or significant shareholder or any family member of or consultant to any such
  person, corporation or other entity of which any such person beneficially owns
  ten percent (10%) or more of the equity interests or has ten percent (10%) or
  more of the voting power, other than transactions in the ordinary course of
  business.

.viithe terms and conditions of any initial public offering of the Company;

.viiithe liquidation or dissolution of the Company;

.ixincur any indebtedness, make any capital expenditures, lend, enter into
  any material contract or commitment, incur any pledge or lien on the assets
  of the Company, other than as required in the ordinary course of business, but
  in no event in excess in the aggregate of US$ 5,000;

.xamendment of the Articles of Association of the Company; and

.xithe Company's signatory rights.

|12 | REMOVAL OF BOARD MEMBERS
|-- | ------------------------

|12.1 | Each Party agrees to vote in whatever manner
        as shall be necessary to ensure that (i) no director elected by either
        Party is removed from office, other than for cause, unless such removal
        is approved by the Party which so appointed that director and (ii) any
        vacancies created by the resignation, removal or death of a director shall
        be filled by the Party that appointed such director pursuant to the provisions
        of this agreement.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|12.2 | All Parties agree to execute any written
        consents required to effectuate the obligations of this Agreement.                                                                                                                                                                                                                                                                                                                                                                            

|13 | EXPENSES AND FINANCING
|-- | ----------------------

|13.1 | The Parties agree that GEYI will lend to
        the Company such amounts as the Parties may agree, and in any event in
        accordance with a budget to be approved by the board of directors of the
        Company. The terms of such loan, including interest on such loan, will
        be agreed upon between the Parties.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                    
|13.2 | All such payments as referenced in section
        13.2 above shall be made for costs and expenses set forth in a budget
        approved by the board of directors of the Company from time to time.                                                                                                                              

5

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|14 | EXCLUSIVITY
|-- | -----------

AK and the Company have
  the rights to market and distributor the Technology based on the KDV500, as
  define in the agreement dated May 2 2007.

14.1.1 AK herby appoints
  the Company as its sole agent exclusive for USA and China market, AK will not
  directly market to these markets but through the Company.

14.1.2 When GEYI will invest
  in the technology of Turbine 2000 than the Turbine 2000 technology will be marketing
  only through out the Company

14.1.3. The parties acknowledge
  that AK has already granted some third parties the right to sale the Technology
  and Products in certain territories as detailed in agreement signed May 2, 2007
  ("Third Party Rights").

14.1.4 All sales transactions
  shall be made directly between AK and the purchaser. The sale price of any transaction
  shall include a fee of 10% which shall be paid by AK to the Company. The company
  has the right to offer higher prices as the market will accept in such case
  the Company will benefit from the full difference between the purchase price
  and the sale price. AK and the Company will coordinate prices.

|**15.** | DERTAKINGS OF THEPARTIES
|------- | ------------------------

15.1 AK shall provide all required technical assistance
  and support to the Company and any potential end users and purchasers of the
  Technology and the Products, in order to help the promotion of the Technology
  and the Products and the procurement of purchases.

15.2 GEYI will build a finance program to support
  end users in the procurement of the Products from AK, however, GA shall only
  offer such finance program to suitable end users at its sole and absolute discretion.

15.3 GEYI shall be responsible for obtaining necessary
  approvals and permits for the sale of diesel produced by the use ofthe Products
  and the Technology, were it finds it to be reasonable at its sole and absolute
  discretion.

|**16** | REPRESENTATIONS ANDWARRANTIES OF THEPARTIES
|------ | -------------------------------------------

|16.1 | Each of the Parties hereby represents and warrants with respect
      to itself/himself the following:                                                                                                                   
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                          
|     | (i)Authority and Validity.
      Such Party has full power and authority to enter into, execute and deliver
      this Agreement and perform its/his obligations under this Agreement in accordance
      with its terms.

6

---

(ii)Absence of Conflicts. The execution and delivery
  of this Agreement by it and the consummation of the transactions as contemplated
  hereunder (i) do not and will not violate or conflict with any statute, regulation,
  judgment, order, writ, decree, or injunction currently applicable to it/him;
  and (ii) do not and will not violate or conflict with any existing mortgage,
  indenture, contract, licensing agreement, financing statement, or other agreement
  binding on it.

(iii)Consents and Contractual Restrictions. No consents
  or approvals of any third party are required in connection with the execution
  and delivery of this Agreement or the performance of the transactions contemplated
  hereunder otherwise. No agreement or arrangement binding upon such Party restricts
  its ability to fulfill its obligations and responsibilities under this Agreement
  or any related agreement or to carry out the activities contemplated herein.

(iv)Investment Representations. Each Party is acquiring the Shares for its/his or her own account.

|16.2 | AK further represents and warrants
      that:
|---- | ----------------------------------------------

(i) it has all valid legal
  rights to the Technology and the Products;

(ii) it has the right to
  grant to GEYI all rights contained in this Agreement, including the Exclusivity
  set forth in section 14 above; and

(iii) the provisions of
  this agreement and any of AK's undertakings hereunder does not infringe upon
  the intellectual property rights of any third parties.

Each Party undertakes to
  inform the other Party immediately upon any material change in the above representations
  and warranties.

|17. | ASSISTANCE TO THECOMPANY
|--- | ------------------------

The Parties shall use their best efforts to actively
  assist and promote the interests of the Company.

|18. | MISCELLANEOUS
|--- | -------------

|18.1 | ENTIREAGREEMENT.
|---- | ----------------

This Agreement represents the entire agreement between
  the Parties.

|18.3 | ASSIGNMENT.
|---- | -----------

No part of this agreement may be assigned by any
  of the Parties hereto without the consent of all of the Parties hereto.

|18.4 | GOVERNINGLAW
      ANDJURISDICTION.
|---- | -----------------------------------

This Agreement shall be governed by and construed
  under the laws of the Republic of Germany. The competent courts in Gerrmany,
  shall have exclusive jurisdiction over any

7

---

dispute arising in connection with this Agreement.

18.5           HEADINGS.Headings in this Agreement are for convenience only and shall not be used
  to interpret or construe its provisions.

18.6           NOTICES.All notices or other documents under this Agreement shall
  be in writing and delivered personally or mailed, addressed to the Parties.

18.7           BINDINGEFFECT.The provisions of this agreement shall be binding upon and
  inure to the benefit of each of the Parties and their respective successors
  and assigns. The provisions of this Agreement shall supersede any conflicting
  provisions of the Articles of Associations of the Company with respect to the
  relationship between the Parties. The Parties agree to amend the Company's Articles
  of Association within the next thirty (30) days to the extent any terms of this
  Agreement so conflict or to the extent they otherwise deem it necessary to conform
  the Articles with the terms and condition set forth in this Agreement.

18.8           AMENDMENT.This Agreement may be amended or modified only by written
  agreement between the Parties.

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

|GLOBAL ENERGY INC. |  | ALPHAKAT GMBH
|------------------ |  | -------------
|                   |  |              
|By:                |  | By:          
|Name:              |  | Name:        
|Title:             |  | Title:       

8

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APPENDIX A

9

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Record book number R1650 /2007 Re

Establishment of 
  Limited Liability Company

Today, the fourteenth and twenty-second day of November
  two thousand and seven,- 14 and 22 November 2007 -, 
  the following appeared before me, 
  Martin Reiß,Notary in Forchheim/Ofr., in the office at Nürnberger
  Street 8:

1)Dr. Christian
  Koch, born on July 04, 1940,of 96155 Buttenheim, Schul Street 8,acting herein as manager of

Alphakat GmbH 
  a company whose registered place of business is in Buttenheim 
  (business address: 96155 Buttenheim, Schul Street 8)

with the authority of single representation and
  exempted from the limitations of Section 181 of the Civil Code, regarding which,
  after perusal of the Electronic Trade Register at the Bamberg District Court
  made on November 14th 2007, I confirm that the above company is registered therein
  under HRB 5308 and Dr. Christian Koch is on record as manager with the authority
  of single representation and is exempted from the limitations of Section 181
  of the Civil Code,

2.Mr. Joseph,
  known as Yossi, Raz, born on January 1, 1947,of
  12 Nurit Str. , Haifa Isreal 34654 acting
  for

Global Energy Inc.

a company limited by shares incorporated under the
  laws of Nevada/USA, registered at the Secretary of State of Nevada, Corp Number
  C3690-1999, with office at 7 Zabotinski Str., Aviv-Tower, Floor 38, 52520 Ramat
  Gan, Israel,

---

subject to the consent of the aforesaid corporation
  which has to be certified by a notary public.

The parties identified themselves by official identity
  documents with pictures.

Mr. Yossi Raz, according to his own statement and
  the notarys conviction, has insufficient knowledge of the German language,
  but knows sufficient English. At the time of certification the notary translated
  the document and the questions asked into English. All parties waived the services
  of an interpreter. As appendix 2 there is an English translation that has been
  made by the party and controlled by the notary. The annex also was made part
  of the notarial act. If there are differences between the German and the English
  text the German text shall prevale.

The reading of this deed was started on Nov. 14th,
  but interrupted as Mr. Raz had to leave, and resumed at the point, where it
  had been interrupted on Nov. 22nd and finished and signed by the parties on
  this day.

Upon the parties request I hereby certify
  the following:

I. Establishment

The parties mentioned in the introduction establish
  a Private Limited Company whose registered place of business is in Buttenheim
  (business address: 96155 Buttenheim, Schul Street 8) under the name

Alphakat - Global Energy GmbH

The Articles of Association are set down in the
  Annex to this document. Refer-ence is made to the Annex. The shareholders are
  taking over the shares as provided in the Articles of Association.

II. Costs, Copies

2

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The costs of application and registration in the
  Commercial Register will be borne by the company as well as the costs of this
  certification in accordance with the Articles of Association.

The shareholders, the company, the tax office and
  the Registry Court of jurisdiction will each be given notarized copies.

III. Power of Attorney

Each of the Notarys employees and every party
  of the contract will be exempted from the legal limitations and will be given
  power of attorney, including legal successors, to complete or amend this document
  in order to correct objections made by the Registry Court.

The notary shall get and receive for the parties
  of the contract the notarized consent of the party not represented today.

References

The Notary has pointed out inter alia:

- that only after registration in the Commercial
  Register will the company be established and that, according to Section 11,
  2 of the Limited Liability Companies Law, before the company is registered the
  person performing legal acts on behalf of the company will be personally liable.

-that all
  shareholders and directors are in principle responsible for the authenticity
  of the data stated when establishing the company;

-that at
  the time of registration of the company in the Trade Register, the value of
  the companys assets may not be less than that of the share capital, and
  that every shareholder has the obligation to pay any difference, without any
  limitation, compared with the pledged investment, and that the Registry Court
  has the right to refuse registration of the company in the Trade Registry on
  the grounds of unpaid prior charges.

3

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V. Shareholder Resolution

Waiving any formal and time regulations, a shareholder
  meeting is called and the following resolution adopted:

The first business manager appointed is Dr. Christian
  Koch. He always has the authority of single representation and is exempted from
  the limitations of Section 181 of the Civil Code (prohibition of acting as contracting
  party and of multiple representations).

Mr. Yossi Raz will be granted single signature (Prokura),
  as well as being exempted from the limitations of Section 181 of the Civil Code.

VI. Guarantees

Each of the parties guarantees, insofar as they
  are concerned,

-that the
  signing parties have full power and authority of representation, of signing
  this agreement, executing and performing it and fulfilling the obligations based
  hereon;

- that signature and execution of the agreement
  is not contrary to any obligations stipulated in the Articles of Association,
  the law, agreements or otherwise;

-that no
  consent whatsoever by any third party is required for the execution or signature
  of this agreement, and

-that each
  party is acting on its own account.

Alphakat GmbH, Buttenheim, moreover guarantees:

-that it
  is legally entitled to KDV Technology and the corresponding products;

4

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-that it
  is entitled to grant the newly established enterprise all the rights agreed
  upon herein, including the exclusive marketing right according to the Articles
  of Association;

- that the stipulations agreed upon herein and execution
  thereof do not infringe upon the protected copyrights of any third party.

Should any practical change occur regarding the
  above guarantees, each party has the obligation to inform the other accordingly,
  without delay.

Together with the Annexes 1 and 2 read by the notary,approved by the parties and signed

(this is still part of annex 2, the English translation):

5

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Annex 1to the document certified by Notary Reiss in
  Forchheim 
  dated November 14th and 22nd, 2007, Document no. R1650 /2007

Articles of Association

Article 1: Companys Name and Registered
  Place of Business

1.            The
  companys name is

Alphakat - Global Energy GmbH.

2.The
  companys registered place of business is Buttenheim, district of Bamberg.

Article 2: Purpose of the Enterprise

|1. | The purpose of the company is the worldwide
        marketing and distribution of KDV Technology (un-pressurized catalytic
        lubrication) for transforming recycling and waste material containing
        hydrocarbons into diesel fuels, as well as of products connected to this
        technology, including KDV tur-bines.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                       
|2. | The company is entitled to perform any
        transaction which may directly or indirectly benefit the companys
        purpose, in particular - acquiring other enterprises, being a partner
        therein or assuming their representation and management. The company is
        entitled to establish branches.               

Article 3: Share Capital

|1. | The companys share capital amounts
        to € 25,000.
|-- | --------------------------------------------------------
|   |                                                         
|2. | The share capital is divided as follows:                

| | Shareholder                            | Amount of Authorized Capital
| | -------------------------------------- | ----------------------------
| | Alphakat GmbH, Buttenheim              | € 12,500                    
| | Global Energy Inc., New York/Ramat Gan | € 12,500                    

6

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|3. | The capital invested must be paid in cash
        and becomes fully payable immediately.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4. | No stipulations are agreed upon in the
        Articles of Association regarding capital increase or later contributions.
        Such measures can only be decided by amending the Articles of Association.
        Any measure that may modify the participation quotas by modifying the
        authorized capital, i.e. capital increases, conditional capital increase
        or the issue of convertible debentures and similar financial instruments
        may only be decided by a unanimous resolution of all shareholders present.

Article 4: Duration, Business Year

|1. | The agreement is concluded for an undetermined
        period of time.                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                        
|2. | The business year is the calendar year.
        The first business year begins upon registration in the Commercial Register
        and ends at the end of the calendar year in which the registration is
        made.
|   |                                                                                                                                                                                                                        
|3. | Under the contracts law any transactions
        made from the time the company was established are considered to be made
        on account of the company.                                                           

Article 5: The Companys Executive Organs

The companys executive organs are the management
  (manager) and the shareholder meeting.

Article 6: Representation

|1. | As long as the company has only one manager,
        he has the right to sole representation.                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                 
|2. | If several managers are appointed, the
        company will be represented by two managers jointly or by one manager
        jointly with an authorized signatory (Prokurist").

7

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|3. | By a resolution of the shareholders, the
        managers or one of them can be granted sole representation rights and/or
        exemption from the limitations of Section 181 of the Civil Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | The above stipulations apply also to the
        liquidators of the company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | As long as both partners own each one half
        of the company, the partners, Alphakat GmbH, Buttenheim, and Global Energy
        Inc. have the right to appoint one manager or signatory each with the
        sole outside representation right on behalf of the company. The partner
        can freely decide whether to appoint a manager or a signatory (Prokurist).
        The other partner has the obligation to agree to the appointment insofar
        as there are no important reasons against the appointment of the intended
        person. Cancellation of such appointment against the wish of the partner
        entitled to decide is only possible on serious grounds. Upon conclusion
        of the manager/signatorys legal office, the entitled partner may
        require the appointment of a new manager or signatory to be named by him.

Article 7: Business Management

|1. | The managers must manage the
        companys business carefully and conscientiously according to the
        stipulations of the law and the partnership agreement. They must respect
        instructions given as per the partners resolutions.     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                          
|2. | Any measures beyond the regular
        business operation of the enterprise may only be performed by one of the
        managers based on a partners resolution. A partners resolution
        can set forth the measures requiring consent in detail.
|   |                                                                                                                                                                                                                                                          
|3. | Subject to an extraordinary partners
        resolution and subject to stricter legal regulations, the following business
        management measures always require the consent of both partners:                                                      
|   |                                                                                                                                                                                                                                                          
|   | 1.                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                          
|   | 2.                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                          
|   | 3.                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                          
|   | 4.                                                                                                                                                                                                                                                       

8

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| | 5. | Conclusion of a
        transaction of any kind outside the companys normal business
        operations, at a value of more than € 5,000 per transaction.                                                                      
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                 
| | 6. | Establishment of
        signature power or general power of attorney                                                                                                                                                           
| |    |                                                                                                                                                                                                                                 
| | 7. | Establishment of
        connections with corporations, conclusion of secret partnership
        agreements, of management agreements and other agreements which
        may give third parties the power to manage the company.

Article 8: Partners Assembly (Shareholder
  Meeting)

|1. | Partners resolutions are adopted
        at partners assemblies if not otherwise stipulated by law or these
        Articles of Association.                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | The partners assembly is convened
        by the managers, each manager being separately authorized to convene the
        assembly. Notice is given by registered letter giving the place, time
        and agenda, and mailed to the last address of the partner provided to
        the company. The time allowed for the notice, if there is no particular
        need for haste, is at least two weeks after mailing, not including the
        day of the assembly.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | The partners assembly constitutes
        a quorum if at least 70% (seventy percent) of the authorized share capital
        is represented. Otherwise, an additional assembly must be convened without
        delay respecting the time al-lowed for notice as per paragraph 2, which
        assembly will constitute a quorum regardless of the number of participants.
        This must be stipulated in the second notice.                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | Partners resolutions, if not otherwise
        stipulated by law or the Articles of Association, will be adopted by a
        simple majority of votes. Abstention from voting will be considered a
        negative answer. Every € 50 of a business share grants one vote.                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | Insofar as no other partners resolution
        was adopted, the partners assembly will take place at the companys
        registered place of business. At the assembly the representation by executive
        organs or executive employees of the partners, the other partners or people
        obliged to maintain professional secrecy is permissible.                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6. | The assembly will elect a chairman by a
        simple majority. The chairman will also take care that the resolutions
        are recorded in writing. Within a period of four weeks after the assembly
        he will send the partners a protocol of the assembly.                                                                                                                                                                                                     

9

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|7. | The partners may deviate from the provisions
        regarding the partners assembly and its formalities if it is agreed
        by all partners. With the consent of all involved, resolutions can also
        be adopted by circular resolution, by phone, fax or electronically. In
        this case care must be taken that the text of the resolution be immediately
        documented in writing. If all partners take part in a deviating form of
        resolution, their consent is assumed if they do not immediately protest
        against this form of resolution.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8. | Except in cases of nullity, in particular
        when obligatory laws are broken - the partners may only protest against
        the resolution by submitting a claim in court within a period of two months
        from the date the resolution was adopted.                                                                                                                                                                                                                                                                                                                      

Article 9: Balance Sheet, Appropriation of Earnings

|1. | Within three months after the end of the
        business year, the managers must prepare a balance sheet with a Profit
        and Loss Account for the previous year, while respecting legal provisions,
        and submit it to the partners assembly with the proposed appropriation
        of earnings. Insofar as legally permissible the period for this will be
        six months.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|2. | The appropriation of earnings is subject
        to legal provisions. This means that in principle the partners assembly
        will decide about the appropriation and distribution of the earnings by
        resolution (Section 29 of the Limited Liability Companies Law in the version
        of the Balance Sheet Directives Law).                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Global Energy Inc. can demand that every
        quarter balance sheets are filed as required by the American SEC regulation
        to be filed with the Global Energy Inc. obligation for 10-Q.                                                                                                                                                                                             

Article 10: Disposal of Partnership Shares

|1. | The disposal of a partnership share or
        parts thereof requires written permission by the company to be valid,
        which shall only be given by the management after all partners have given
        their consent.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                              
|2. | The above regulations apply also to the
        establishment of a beneficial interest in respect to the partnership shares
        as well as to pledging and assignment for security of partnership shares.                

10

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|3. | Every partner is obliged, if intending
        to sell, to inform the other partner in good time before beginning negotiations
        with third parties, and to accordingly submit a sales offer. He must leave
        the other partner a reflection time of at least one month. In case of
        sale, the other partner has the right of first refusal.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Article 11: Termination

|1. | Each partner may terminate the partnership
        in the company by a notice of six months before the end of the business
        year, but not before December 31, 2010.                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                          
|2. | In consequence of the termination - subject
        to the provisions of Paragraph 3 - the terminating partner shall leave
        the company after the end of the notice period and the company shall continue
        according to Articles 12 and 13.
|   |                                                                                                                                                                                                                                                          
|3. | If the other partners join the termination
        by a partners resolution, the company will be in liquidation at
        the date of termination. The terminating party will take part in the liquidation.                                            

Article 12: Confiscation of Partnership Share,
  Retirement

|1. | The confiscation of business
        shares is permissible. It does not require the consent of the involved
        partner if:                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Instead of confiscating the partnership
        share, the partners assembly may decide to transfer the business
        share to one or several partners or to a third party named by the partners
        assembly. In the partners resolution each co-partner may require
        that in the case of assignation, the share of the retiring partner shall
        be transferred in proportion to his share in the company (accrual). Should
        an exact proportional division not be possible, the shares shall be divided
        as closely as possible.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | If there is a right to confiscate,
        such confiscation or a partners resolution according to Paragraph
        2 can only occur within six months from of the time the cause becomes                                                                                                                                                                                                                                                                                                                                                                            

11

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|   | known, but only as long as the cause for
        confiscation still exists. This includes the knowledge by one of the managers
        (regardless of the type of representation authority) of the company, insofar
        as the cause is not linked to the very person of this manager.                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | The resolution concerning confiscation
        or retirement is adopted by the partnership assembly at which the partner
        to be dismissed has no right to vote.                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                         
|5. | Confiscation or retirement are subject
        to remuneration. The remuneration will be payable by the buyer of the
        share, observing Section 30 of the Limited Liability Companies Law (forbidding
        that the share capital is being paid back by the company to the partner).
        The amount of remuneration will be determined according to the regulations
        et forth below.

Article 13: Remuneration for confiscated or assigned
  shares

|1. | If business shares are confiscated or assigned
        in accordance with these Articles of Association, the entitled partner
        or his successors will be remunerated for it. For this purpose the management
        will immediately prepare a compensation balance sheet. In this balance
        sheet all assets and liabilities shall appear at their real value at the
        time of the partners retirement. The companys goodwill - if
        permissible - is not to be taken into account. The retired partner will
        not participate in pending transactions.                                                                                                                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | If the parties involved cannot reach an
        agreement as to the value, it will be determined by an expert. The expert
        will be appointed upon demand of one of the parties by the President of
        the Bayreuth Chamber of Industry and Commerce. The costs of the valuation
        will be borne by the retired party and the company in equal shares.                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | The remuneration will be paid in five equal
        annual installments. The first installment is due for payment six months
        after the confiscation resolution or the date of retirement of the partner
        involved, and the following installments on the corresponding calendar
        day of the subsequent years. The outstanding installment will bear annual
        interest of 2% - two percent - over the basic interest rate as described
        in the Euro Introduction Law commencing with the confiscation resolution
        or the date of retirement. The interest will be calculated at current
        account bank rates and shall be due for payment together with the following
        installment.

12

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|4. | The compensation can be pre-paid fully
        or partially, and partial pre-paid amounts will be deducted from the following
        installment due. No security may be demanded.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Article 14: Exclusivity/Prohibition of Competition

Alphakat GmbH, Buttenheim gives the right to sell
  world wide. No other company or person can get the same rights for the world-wide
  distribution.

Alphakat GmbH appoints the company to be the sole
  marketing agent for the United States of America and the Chinese market. Alphakat
  GmbH will not use any marketing channels on those markets except already established
  contacts.

The parties involved acknowledge that Alphakat GmbH,
  Buttenheim has already granted third parties the right to sell the Technology
  and products in various areas, as described in detail in the agreement dated
  May 02, 2007. Alphakat GmbH explicitly reserves the right, as long as those
  agreements are valid and in their material extent, to execute and fulfill those
  agreements with third parties on its own account. No compensation in that respect
  has been agreed upon.

The foregoing exclusive dealing requirements are
  valid as long the contract from May 2nd 2007 is valid (including amendments
  or following contracts).

By a partners resolution to which both partners
  must consent, the partners and managers may also regulate whether there are
  further prohibitions of competition, whether to give exemptions and whether
  the exemption occurs against remuneration or without remuneration.

Should one of the partners - for whatever reason
  - retire from the company, he has the obligation not to exploit business secrets
  of which he learned pursuant to the execution of this partnership agreement,
  either himself or by transfer to third parties at the expense of the company
  founded or on the account of the other partner.

Article 15: Additional Contributions to the Company

13

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|1. | All sales and similar transactions will
        be made directly between Alphakat GmbH, Buttenheim and the business partner.
        The sales price of each such transaction will include a 10% commission
        (not including Value Added Taxes as per law), which will be paid by Alphakat
        GmbH directly to the newly founded company. The company has the right
        to make higher price offers, as long as the market accepts them. In such
        case, the company would profit fully from the difference between the purchase
        price offered by it and the regular sales prices. Alphakat GmbH and the
        company will mutually coordinate their prices.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Alphakat GmbH will grant all necessary
        technical assistance and support by the company to any end user and buyer
        of the Technology and products in order to support the marketing of the
        technology and the products during sales.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | Global Energy Inc. will establish a financial
        program in order to support the end user in the acquisition of Alphakat
        GmbH products. However Global Energy Inc. reserves the right to put such
        financial support only at the disposal of selected and adequate end users.
        Moreover Global Energy Inc. has the responsibility of providing the permits
        and tests necessary for the sale of the diesel oil produced by the use
        of the marketed products and technology. Global Energy Inc. is free to
        decide where they should do the marketing (i.e. also obtaining permits).                                                        

Article 17: Publications

The companys publications will be made only
  in the Electronic Federal Journal (elektronischer Bundesanzeiger).

Article 18: Tax Clause

The executive organs of the company must respect
  the trading and tax law principles of orderly business management and shall
  maintain the care in business transactions that would be taken by an orderly
  and conscientious businessman.

The management shall in particular not be authorized
  to grant advantages to the partners or persons and companies close to them beyond
  the profit distribution resolution duly adopted, neither to violate the prohibition
  of additional or retroactive payments, nor to breach other acknowledged tax
  law principles which, when

14

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disregarded, cause covert profit distribution. In
  case of non compliance, the amount of the imbalance shall be covered by the
  partner to whom the advantage was credited and the usual bank interests paid
  from the time the advantage was granted until the payment is settled. Transactions
  in breach of the above stipulations are void ab initio.

Insofar as the tax administration or tax courts
  recognize the payment received as income received by the partner concerned despite
  the above tax clause, without considering the repayment as negative income,
  the partner will only have to repay the advantage remaining after deducting
  the additional income tax payable by him plus the usual bank interest.

Article 19: General Instructions

|1. | Insofar as not otherwise stipulated in
        this agreement, the German Law regarding Private Limited Companies (GmbH)
        shall prevail. The agreement is formulated according to the provisions
        of German Company Law and is subject to the jurisdiction of German courts.                                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | Should any of the provisions of this agreement
        be or become invalid or unenforceable, the other parts of the agreement
        shall remain valid nevertheless and shall be binding on the parties to
        the agreement. The partners undertake in such case to immediately and
        retroactively change the interpretation, whether completely or by replacing
        any invalid provision retroactively, so that it becomes as close as possible
        to the intended purpose.

Article 20: Cost

The costs of notarizing the partnership agreement,
  the publication, the application for registration and registration of the Company
  in the Trade Registry as well as the costs of consultancy services in respect
  of the establishment shall be borne by the Company up to an estimated amount
  of € 2,000; any establishment costs above that amount shall be borne by
  the partners. This applies without prejudice to the legal personal liability
  of the parties.

-End of Annex 2-

15

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**EXHIBIT 2 – PATENTS**

|Document Number | Title             | Country      | Registration Date | Docket Number | File / Reference Number
|--------------- | ----------------- | ------------ | ----------------- | ------------- | -----------------------
|ALP6004WO       | High-power        | WO           | 04/04/07          | PCT/DE2007/0  | PCT/DE2007/0           
|ALP7001BR       | Diesel Oil out of | BR (Britain) | 03/31/04          | PIO400912-6   | PIO400912-6            
|ALP7001CA       | Diesel Oil out of | CA (Canada)  | 07/15/04          | 2,474,523     | 2,474,523              
|ALP7001CN       | Diesel Oil out of | CN (China)   | 03/23/04          | 200410030270  | 200410030270           
|ALP7001IN       | Diesel Oil out of | IN (India)   | 08/02/04          | 747/CHE/2004  | 747/CHE/2004           
|ALP7001JP       | Diesel Oil out of | JP (Japan)   | 10/08/04          | 2004-295764   | 2004-295764            
|ALP7001MX       | Diesel Oil out of | MX (Mexico)  | 03/15/04          | PA/A/2004/002 | PA/A/2004/002          
|ALP7001RU       | Diesel Oil out of | RU (Russia)  | 03/30/04          | 2004109567    | 2004109567             
|ALP7001US       | Diesel Oil out of | US (US)      | 07/15/04          | 10/891971     | 10/891971              
|ALP7002BR       | High-power        | BR (Britain) | 02/02/06          | PIO601891-2   | PIO601891-2            
|ALP7002CA       | High-power        | CA (Canada)  | 09/01/06          | 2558401       | 2558401                
|ALP7002CN       | High-power        | CN (China)   | 02/14/06          | 200610004445  | 200610004445           
|ALP7002IN       | High-power        | IN (India)   | 07/25/06          | 1290/CHE/200  | 1290/CHE/200           
|ALP7002JP       | High-power        | JP (Japan)   | 04/27/06          | 2006-123066   | 2006-123066            
|ALP7002MX       | High-power        | MX (Mexico)  | 04/07/06          | PA/a/2006/003 | PA/a/2006/003          
|ALP7002RU       | High-power        | RU (Russia)  | 04/19/06          | 2006113270    | 2006113270             
|ALP7002US       | High-power        | US (US)      | 08/23/06          | 11/2508760    | 11/2508760             
|ALP7004BR       |                   | BR (Britain) | 04/10/07          |               |                        
|ALP7004CN       | High-power        | CN (China)   |                   |               |                        
|ALP7004IN       | High-power        | IN (India)   | 11/20/07          |               |                        
|ALP7004JP       | High-power        | JP (Japan)   | 11/19/07          | 2007-299152   | 2007-299152            
|ALP7004KR       | High-power        | KR (Korea)   | 11/20/07          | 10-2007-01186 | 10-2007-01186          
|ALP7004MX       | High-power        | MX (Mexico)  | 05/25/07          | MX/a/2007/006 | MX/a/2007/006          
|ALP7004RU       | High-power        | RU (Russia)  | 11/19/07          |               |                        



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