8-K










Exhibit 10.1  



        PURCHASE
AGREEMENT (this “Agreement”), dated as of March 3rd, 2009, by and among
Global N.R.G. Pacific Ltd., Company No. 513973289, an Israeli corporation (the
“Company” or the “Seller”), and - Presaco
Investments Limited, a company registered in Cyprus (“Buyer”), and Global
Energy Inc., Company No. 860951473, a Company registered in Nevada (the
“Guarantor”). 



SUMMARY OF TRANSACTIONS  



        The
Company is engaged, directly and through its Subsidiary, in the business of community
castor farming for oil and the development of governmental lands for castor oil, in
Ethiopia (the “Business”). The Company owns all of the issued and
outstanding capital stock of Global Energy Ethiopia Ltd. (1,000 shares paid up in full),
an Ethiopian private limited company (“Subsidiary”) of which one (1)
share is held in escrow by Mr. Yanai Man. The Guarantor is the controlling shareholder of
the Seller. The Parties desire that Buyer purchase, and the Company sell to Buyer, all of
the assets and Business of the Company, which is mainly the capital stock owned by the
Company of the Subsidiary, for the consideration set forth below, all upon the terms and
subject to the satisfaction of the conditions set forth in this Agreement. 



        To
effect such transactions and in consideration of the mutual covenants, representations,
warranties and agreements hereinafter set forth the parties hereto agree as follows: 



ARTICLE I

SALE OF STOCK AND
ASSETS  



    1.01       Capital
Stock Sale. Upon the terms and subject to the satisfaction of the
conditions contained in this Agreement, at the Closing the Company will sell, transfer
and deliver to Buyer, and Buyer will purchase and acquire from the Company, the stock
capital of the Subsidiary in full, meaning 1000 Shares (hereinafter the “Transferred
Stock”), free and clear of all Liens.  



    1.02       Company
Assets Being Sold. Upon the terms and subject to the satisfaction of the
conditions contained in this Agreement, the Company agrees to sell and transfer to Buyer,
and Buyer agrees to purchase, at the Closing, free and clear of all Liens, all of the
Company’s right, title, and interest in and to all of Company’s property and
assets in connection with the Business, tangible or intangible, of every kind and
description, wherever located as detailed hereinafter (“Company Assets”).  



		    (a)       Contracts
and Commitments. The Company shall solely transfer to the Buyer
the rights, title and interest of the Company in, to and under all pending and
executory contracts, agreements, commitments and understandings as set forth on
Schedule 1.02a (collectively the “Contracts”). It is hereby
clarified that any other contracts to which the Company is a party to and which
are not detailed on Schedule 1.02a, shall not be endorsed to the Buyer, and any
of the rights, title and interest of the Company in any such contracts shall
not be transferred to the Buyer;  















		    (b)       Books
and Records. All general, financial and personnel           records,
ledgers, sales invoices, accounts and payable records, files, books and
          documents, correspondence and other files and records, and sales records,
          including all of the Company’s sales and credit records, literature and
          customer lists related to the Business (whether in the form of hard copies or
          computer printouts or computer files);  







		    (c)       Proprietary
Rights. The goodwill, processes, designs,           formulae, trade
secrets, know-how, ideas, research and development,           manufacturing and
production processes and techniques, technical data,           copyrightable works,
engineering notebooks, confidential information, software           marketing and
technical information solely in connection with the           Subsidiary as it
appears on Company’s internet           website having the following
URL:           http://www.global-nrg.biz/introduction.html) as further detailed in Schedule
1.02C (but explicitly excluding the trademark “Global Energy           Pacific”),  and
all related intellectual property rights, and           the software as detailed in Schedule
1.02C used in the Group Companies to           manage, control and supervise the
Business in general, and the Community Farming           activities in particular (the
“Project”), including data of           approximately 20,000 farmers included
in the Project (“Proprietary           Rights”) of the Company for the
Business, including without limitation           all right, title and interest in and to
the names “Global Energy           Ethiopia” (“GEE Trademark”);  







		    (d)       Intangible
Assets. The Business of the Company as a going           concern and the
goodwill thereof; and all rights, if any, under express or           implied warranties
from manufacturers, suppliers and vendors which are related           to the Business or
the Transferred Assets;  







	 	
The
“Company Assets” together with the Transferred Stock being collectively referred
to as the “Transferred  Assets” and/or the
“Assets”. 






    1.03       Liabilities.
For the removal of any doubt it is hereby clarified that Buyer shall assume no
obligations or liabilities of the Company or with respect to the Company and the
Transferred Assets. Any debts, liabilities, payables, obligations, costs and expenses of
any nature whatsoever, whether known or unknown, asserted or unasserted, absolute or
contingent, mature or immature, or conditional or unconditional (“Liabilities”)
of the Company of any kind or nature, whether known or unknown, asserted or unasserted
shall be retained, paid, performed and discharged solely by the Seller and/or Guarantor.
Following the Closing the Seller and Guarantor shall retain all the Liabilities of the
Seller (whether disclosed or not) and the liabilities of the Subsidiary which have not
been fully disclosed at the Audited Financial Statements and/or at Schedule 2.07 (“Retained
Liabilities”). For the avoidance of any doubt the sole Liabilities that the
Subsidiary shall have following the Closing are as listed in the Audited Financial
Statement and in Schedule 2.07.  



        The
transfer of the Assets pursuant to this Agreement shall not include the assumption of any
Liabilities whether related to the Assets or not. 











    1.04       Consideration.
Subject to the Closing, upon the terms and subject to the satisfaction of the conditions
contained in this Agreement, in consideration of the aforesaid sale and transfer of the
Transferred Assets free and clear from all Liens, Buyer will pay or cause to be paid to
Seller aggregate consideration of: 700,000 USA$ (seven hundred thousand USD), as
specified herein under Section 1.05 (the “Purchase Price”).  



    1.05        Installments.
The cash Purchase Price shall be paid in the following installments-  



		    (a)        US$595,000
(five hundred ninety five thousand USD) (85%) (“First
                    Installment”) at Closing. This amount shall be deposited in
escrow with                     Etti Koren, Adv. (“Escrow Agent”), and
shall be released to the                     Seller according to its instructions upon
the complete registration of the                     transaction and the share transfer
in Ethiopia.  







		    (b)        US$105,000
(one hundred and five thousand USD) (15%) (“Second                     Installment”)
shall at Closing also be deposited in escrow with the                     Escrow Agent
and shall be released to the Seller on March 1st, 2010.
                    Alternatively, upon the submission of a bank guarantee “on first
                    request” from a reputable bank, in the amount of the Second
Installment, by                     the Seller to the Buyer, the Second Installment shall
be released from Escrow                     Agent to the Seller.  







		    (c)        The
Buyer and the Purchaser shall provide the Escrow Agent with irrevocable
                    written instructions, attached hereto as Appendix C.  







    1.06       Set
Off. The Buyer may deduct and set off against any amount of Purchase Price
due under this Agreement any sums due from any of the Seller and/or Guarantor to the
Buyer under any provisions of this Agreement. With out derogating from Buyer’s
rights and remedies under this Agreement and the Law, Buyer may deduct from the Purchase
Price, its damages, as indemnification fee or otherwise, in the event of (1) Seller’s
breach of this Agreement; or (2) discovery by Buyer of any Liability, undisclosed and/or
not appearing in the Audited Financial Statements and/or Schedule 2.07 in the
Subsidiary; (3) any change to Liability disclosed in the Audited Financial Statements
and/or Schedule 2.07 which shall have an adverse effect on the net worth of the
Subsidiary; or (4) Schedule 2.07 containing any liabilities which were not accrued
in the ordinary course of business, as detailed in section 5.02(e)(ii).  











ARTICLE II

REPRESENTATIONS AND
WARRANTIES OF SELLER AND GUARANTOR  



        Seller
and Guarantor each jointly and severally hereby represent and warrant to Buyer, and
acknowledge that the Buyer is entering this Agreement in reliance thereon, subject to any
exceptions set forth in the Schedules hereto delivered upon the execution hereof, as
follows: 



    2.01       Organization;
Qualification. Each of the Company and the Subsidiary (hereinafter the
“Group Companies”) and the Guarantor is a corporation duly organized,
validly existing and in good standing under the Laws of its jurisdiction of
incorporation. Subsidiary has all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business.  



    2.02       Capitalization
. The total authorized capital stock and the issued and outstanding capital
stock of the Subsidiary and the beneficial and record ownership thereof is as set forth
in the Subsidiary’s Incorporation documents, including Articles of Association and
memorandum, attached hereto as Schedule 2.02 hereof. No amendment has been made to the
Subsidiary’s Incorporation Documents attached hereto as Schedule 2.02. Other than
this Agreement and as set forth in Schedule 2.02, there is no subscription, option,
warrant, call, agreement or commitment relating to the issuance, sale, delivery or
transfer (including any right of conversion or exchange under any outstanding security or
other instruments) by the Subsidiary or by Seller, of capital stock of the Subsidiary.
The consummation of the transactions contemplated by this Agreement will not trigger any
rights of first refusal, demands, conversion rights or other agreements or arrangements
of any character or nature whatsoever under which the Subsidiary or Seller are or may be
obligated to issue or acquire their shares of capital stock or any other equity or
ownership interests and will not be subject to any preemptive rights, rights of first
refusal, subscription or similar rights.  



    2.03       Title
to Transferred Stock. Other than as set forth in Schedule 2.03, the
Company owns and at the Closing will own all outstanding share capital of the Subsidiary
free and clear of all Liens, including one (1) issued share, being held by Mr. Yanai Man
in escrow on behalf of the Company. Mr. Giancarlo Vilone is entitled to 50 shares,
representing 5% of the issued share capital of the Subsidiary. At the Closing the Company
will transfer, assign and deliver valid title to such shares of Transferred Stock to
Buyer, free and clear of all Liens, including the one (1) issued share held in escrow by
Mr Yanai Man on behalf of the Company. Other than the Subsidiary the Company has no
subsidiaries and does not own any equity interest in any other entity or have any
agreement or commitment to acquire any such interest.  



Neither Guarantor nor any of the
shareholders of the Seller owns any asset, property or right, tangible or intangible, that
is used in the Business of the Group Companies as currently conducted. 



    2.04       Authority
Relative to this Agreement. (a) Seller and Guarantor have all
necessary corporate power and authority to execute and deliver this Agreement, and each
other agreement, document, instrument or certificate which it shall deliver to the Buyer
at the Closing (“Seller’s Documents”) and to consummate the transactions
contemplated hereby, (b) this Agreement has been duly and validly executed and delivered
by each Seller and Guarantor and constitutes a valid and binding obligation of Seller and
Guarantor. The execution and delivery of this Agreement, the Seller’s Documents and
the consummation of the transactions contemplated hereby have been duly and validly
authorized by all requisite corporate action taken on the part of such Seller and
Guarantor and no other corporate proceedings are necessary.  











    2.05       Consents
and Approvals; No Violation. Other than as set forth in Schedule 2.03,
n either the execution and delivery of this Agreement by Seller and Guarantor nor the
sale by Seller of the Transferred Assets pursuant to this Agreement will (a) conflict
with or result in any breach of any provision of the Certificate of Incorporation or
By-Laws (or other similar governing documents) of any of the Group Companies; (b) require
any consent, approval, authorization or permit of, or filing with or notification to, any
Governmental Authority other than those that have been made or obtained; (c) violate,
result in a breach or default (or give rise to any penalty, or any right of termination,
cancellation, modification or acceleration) under the terms, conditions or provisions of
any note, bond, mortgage, indenture, license, lease, contract or other instrument or
obligation to which any of the Group Companies and/or the Guarantor is a party or by
which any of the Group Companies and/or the Guarantor or any of their assets may be
bound.  



    2.06        Financial
Statements. Seller has previously furnished or
made available to Buyer a true and correct copy of the audited financial statements of the
Subsidiary for the year ended December 31st, 2008 (collectively referred to hereinafter as
the “Audited Financial Statements”). A copy of such Audited Financial Statements
is attached to Schedule 2.06. The balance sheets included in the Audited Financial
Statements (including the related notes thereto) present fairly in all material respects
the financial position of the Subsidiary as of their respective dates, and the related
income statements included in the Audited Financial Statements (including the related
notes thereto) present fairly in all material respects the results of operations of the
Subsidiary for the periods then ended.  



    2.07       Undisclosed
Liabilities. The Subsidiary has no liabilities or obligations, secured or
unsecured (whether known or unknown, absolute, accrued, contingent or otherwise, and
whether due or to become due), which are in existence on the date hereof and have not
been fully reflected or reserved against in the Audited Financial Statements and in Schedule
2.07, which includes a complete list of all the Subsidiary’s assets, liabilities
and creditors as of the date of this Agreement.  



    2.08       Title
to Assets. Other than as set forth in Schedule 2.03, the Group Companies
each has valid title to, or a valid leasehold interest in and to, the Transferred Assets
they purport to own, free and clear of all Liens. The Transferred Assets constitute all
of the assets, properties, rights and interests necessary to conduct the Businesses in
substantially the same manner that have been conducted by the Group Companies. By virtue
of the deliveries made at the Closing, Buyer will obtain good and marketable title to the
Assets and the Business, free and clear of all Liens.  



    2.09       Proprietary
Rights. No one has asserted to any of the Group Companies that the operations of
the Group Companies or the Business or the Company and Subsidiary Intellectual Property
conflict with or infringe upon any Proprietary Rights owned by any other person. No
action, claim, suit, hearing, charge, complaint, demand, litigation, arbitration or
governmental investigation, indictment, proceeding or similar matter is pending or
outstanding, or, to Seller’s knowledge, is threatened or imminent, that seeks to
cancel, limit or challenge the validity, enforceability, ownership or use of any Company
and Subsidiary Proprietary Rights.  











    2.10       Real
Property Leases. None of the Group Companies owns any real property. Schedule 2.10 hereto
sets forth all real property leases under which any Group Company is presently a lessee,
sublessee or lessor of real property used in the Business. Seller has delivered or made
available to Buyer accurate and complete copies of all such leases.  



    2.11       Insurance.
All material policies, general liability, worker’s compensation and other forms of
insurance owned or held by and insuring any Group Company are set forth on Schedule
2.11 hereto. Such policies are in full force and effect. The Group Companies are not
in material breach or default thereunder and no written notice of cancellation or
termination has been received with respect to any such policy, which was not replaced on
substantially similar terms prior to the date of such cancellation or termination.  



    2.12       Labor
Matters. Each of the Group Companies is in compliance in all respects with all
applicable Laws respecting employment and employment practices, terms and conditions of
employment and wages and hours; (b) there is no unfair labor practice complaint against
any Group Company pending or to Seller’s knowledge threatened before any tribunal
with jurisdiction thereof; (c) to Seller’s knowledge there is no labor strike,
material dispute, slowdown or stoppage actually pending or threatened against or
affecting any Group Company; (d) none of the Group Companies is a party to, bound by, or
negotiating in respect of any collective bargaining agreement or any other similar
agreement with any labor union, association or works council; and (e) none of the Group
Companies has experienced any strike or work stoppage involving its employees.  



    2.13       Contracts
and Arrangements. Except as listed in Schedule 2.13 hereto, as it relates
to the Business, the Subsidiary is not a party to or bound by any contract (whether or
not in writing) or agreement relating to the Business, or the Transferred Assets
including an employment, consulting, compensation or similar agreement or understanding;
(b) indenture, mortgage, note, installment obligation, agreement or other instrument
relating to the borrowing of money; (c) contract for the purchase or sale of goods,
services, supplies or capital assets(d) joint venture, partnership or other contract
involving the sharing of profits or losses; (e) contract preventing or restricting the
Group Companies’ business activities in any location, including all non-competition
agreements that bind the Group Companies; (h) acquisition or divestiture agreement,
including such contracts relating to the acquisition by the Group Companies of the
outstanding capital stock, equity interests or substantially all of the assets of any
business enterprise;; and (j) commitments, agreements, arrangements or undertakings to
enter into any of the foregoing agreements.  



        Seller
has delivered or made available to Buyer accurate and complete copies of each contract set
forth on Schedule 2.13. The Subsidiary is not in breach or default with respect to
such contract; and (ii) to the Seller’s knowledge, no event has occurred which with
notice or lapse of time would constitute a material breach or default, or permit
termination, material modification, or acceleration, under any such contract. 



    2.14       Legal
Proceedings, Etc. There is no claim, action, proceeding or investigation which is
pending or, to Seller’s knowledge, any threatened claim, action, proceeding or
investigation, against or relating to any Group Company or the Transferred Assets before
any Governmental Authority.  











    2.15       Compliance
with Law. Each of the Group Companies has conducted its business in compliance in
all material respects with, and is in compliance in all material respects with, all
applicable Laws and Seller and the Subsidiary have not received any written notice
asserting any failure to comply with any applicable Law. Each of the Group Companies
holds all licenses, registrations, rights, permits and other governmental authorizations,
and has made all necessary governmental submissions, which are required in connection
with the conduct of the Business.  



    2.16        Employee
Benefits.  



		    (a)       Schedule
2.16 hereto lists each and all the Subsidiary’s employees           and their
compensation including base salary and base wages, bonus, incentive
          compensation, stock right, stock option, stock appreciation right, severance
          pay, retirement, pension, profit- sharing, stock bonus, salary continuation,
          tuition assistance, dependent care assistance, legal assistance, executive
          training, vacation, fringe benefit (cash and non-cash), group or individual
          health, medical, dental, vision, disability, life insurance or survivor benefit
          or similar plan, policy or arrangement of any kind whether written or oral,
          which covers any employee, self-employed individual or beneficiary of any
          employee or self-employed individual, whether active or retired, of the
          Subsidiary (each such plan being herein referred to as an “Employee
          Benefits”).  







		    (b)                 Each
of the Group Companies is in compliance in all material respects with the           terms
of the Employee Benefits and with the requirements of any and all laws,
          statutes, orders, decrees, rules and regulations, applicable to each such plan.
          None of the Group Companies has failed to make any contribution to, or to pay
          any amount due and owing, as required by applicable law or by the terms of any
          Employee as of the Closing Date, other than the liabilities in Schedule
          2.07.  







    2.17        Taxes.
In the case of each Group Company (each, for purposes of this Section 2.17, a “Taxpayer”),
(i) all Tax Returns (as hereinafter defined) required to be filed on or before the
Closing Date have been timely filed by or on behalf of the Taxpayer and all Taxes (Taxes
shall mean all taxes, charges, fees, levies or other assessments, including, without
limitation, income, gross receipts, excise, property, sales, transfer, gains, use, value
added, withholding, imposed by Ethiopia, Israel, or any state, local or foreign
government or subdivision or agency thereof; and such term shall include any interest,
penalties or additions to tax attributable to such assessment) whether or not shown to be
due, have been paid; (ii) all accruals or reserves for Taxes (if any) reflected in the
Audited Financial Statements are adequate to cover all Taxes accruing with respect to or
payable by a Taxpayer through the date thereof; (iii) all Tax Returns filed or required
to be filed on or before the Closing by each Taxpayer are or will be true, correct and
complete in all material respects; (iv) all claims, disclaimers and elections required to
be made on or before the Closing Date have been timely and validity made or on behalf of
each Taxpayer to the relevant Tax Authority; and (v) there are no legal proceedings
pending or to the best knowledge of the Seller threatened against any Taxpayer in respect
to any Taxes.  











    2.18       Inter
Company Group Transactions. There are no internal Company Group agreements,
guarantees granted, debts, Liabilities, between Subsidiary and each of Seller or
Guarantor (“Inter Company Transaction”). At the Closing the Seller shall have
no claims against the Subsidiary with connection to any such Inter Company Transaction,
and any such Inter Company Transaction, if such exists, shall be automatically annulled
upon the Closing.  



    2.19       Additional
Information. Schedule 2.19, to the extent not described on another
schedule to this Agreement, contains accurate lists and summary descriptions of the
following: (i) the names and addresses of every bank and other financial institution in
which the Subsidiary maintains an account (whether checking, savings or otherwise), lock
box or safe deposit box, and the account numbers and names of persons having signing
authority or other access thereto; (ii) the names of all persons authorized to borrow
money or incur or guarantee indebtedness on behalf of the Subsidiary; and (iii) the
current directors and officers of the Subsidiary.  



    2.20       Books
and Records. Seller delivered or made available true and complete copies of each
document, which should be reasonably handed over to Buyer or its counsel in connection
with their legal and accounting review of the Group Company, the Business and the
Transferred Assets. The books and records of the Group Company to which Buyer and its
representatives have been given access are the true books and records of the Group
Company and truly and fairly reflect the underlying facts and transactions in all
respects.  



    2.21       Complete
Disclosure. No representation or warranty by the Seller and/or Guarantor
in this Agreement or in the closing documents, and no exhibit, schedule, statement,
certificate, or other writing furnished to Buyer pursuant to this Agreement or in
connection with the transactions contemplated hereby, contains or will contain any untrue
statement of a material fact or omits or will omit a material fact necessary to make the
statements contained herein and therein not misleading in the context in which they were
made.  



    2.22       Transferred
Assets. The Seller hereby represents that it has no other assets in relation to
the Business other than the Transferred Assets, including but not limited to, any
contracts, machinery, equipment, inventories, licenses, permits and proprietary rights. 



ARTICLE III

REPRESENTATIONS AND
WARRANTIES OF BUYER  



    As an
inducement to Seller to enter into this Agreement, Buyer hereby represents and warrants
to Seller as follows:  



    3.01       Organization.
Buyer is a corporation duly organized, validly existing and in good standing under
the Laws of its jurisdiction of incorporation and has all requisite corporate power and
authority to own, lease and operate its properties and to carry on its business as now
conducted.  



    3.02       Authority
Relative to this Agreement. Buyer shall have all necessary corporate power and
authority to execute and deliver this Agreement and to consummate the transactions
contemplated hereby and thereby in accordance with the terms hereof and thereof. This
Agreement has been duly and validly executed and delivered by Buyer and (assuming due
authorization, execution and delivery by the Seller) constitutes a valid and binding
obligation of Buyer, enforceable against Buyer in accordance with its terms. The
execution and delivery of this Agreement and the consummation of the transactions
contemplated hereby and thereby in accordance with the terms hereof and thereof have been
duly and validly authorized by all requisite action taken on the part of Buyer and no
other corporate proceedings on the part of Buyer are necessary to authorize this
Agreement or to consummate the transactions contemplated hereby and thereby in accordance
with the terms hereof and thereof.  











ARTICLE IV

COVENANTS PENDING
CLOSING  



    4.01       Conduct
of Business of the Group Companies Prior to the Closing. Except as consented to
by Buyer, during the period from the date of this Agreement to the Closing Date, Seller
will conduct, and will cause the Subsidiary to conduct, its business and operations in
the ordinary course of business. All information regarding the Group Companies will be
fully accessible to the Buyer. Without limiting the generality of the foregoing and
except in the ordinary course of business, Seller will not, and will not permit the
Subsidiary to (a) create, incur or assume any liability and/or indebtedness or
obligations; (b) sell, transfer, mortgage, encumber or otherwise dispose of any of the
assets of the Company, or the Subsidiary.  



    4.02       Preservation
of Business. Seller will use its best efforts to keep the Business and all
properties included as part of the Transferred Assets intact, including all present
operations, physical facilities and working conditions, and relationships and goodwill
with suppliers, customers, employees, and others having business dealings with Seller and
the Subsidiary.  



    4.03       Transferred
Employees and Employee Benefits. (i) Effective as of the Closing Date, the
Company shall have terminated all its employees of the Business in accordance with all
applicable Laws, and shall pay all wages, salaries and other employee benefits due to
said employees up to the Closing Date, other than the liabilities presented in Schedule
2.07, and shall retain at its cost and shall be responsible for any and all
obligations or Liabilities that arise in connection with the employment and/or
termination of such employees until the Closing Date, other than the liabilities
presented in Schedule 2.07. All employees shall sign a waiver, stating that they
have no claims to the Company and/or the Subsidiary in connection with their employment
and/or its termination, in the wording attached hereto as appendix B (“Waiver”).
Those employees of the Company as listed in Schedule 4.03, who accept employment
with Buyer (or its affiliates) at the Buyer’s sole discretion, are herein referred
to as the “Transferred Employees”. Buyer (or its affiliates) shall not
be required to employ any person for any length of time. Without the consent of Buyer,
Seller will not make any promises or commitments to any employee of the Business with
regard to his or her employment status with Buyer or the terms or conditions upon which
such employment might occur or be continued. Seller shall be responsible for any
liabilities for accrued and unused vacation, holiday and sick pay entitlements of any of
the employees in respect of the period prior to Closing under the Company’s
applicable policies, other than the liabilities presented in Schedule 2.07.  











		    (ii)        The
Seller shall procure that the Subsidiary shall pay all wages, salaries and
          other employee benefits due to its employees up to the Closing Date and shall
          retain at its cost and shall be responsible for any and all obligations or
          Liabilities that arise in connection with the employment of such employees
until           the Closing Date, other than the liabilities presented in Schedule 2.07.
          The Subsidiary’s employees shall continue to be employed by the
Subsidiary,           at the Buyer’s sole discretion. 







    4.04       Public
Announcements. Seller and Guarantor agree that none of them will make any press
releases or other public statements with respect to this Agreement, and thereby without
the prior written approval of the other parties except the minimum required under
applicable law or from publicly traded companies.  



    4.05       Confidentiality.
All information regarding the Group Companies the Business and the terms of this
Agreement shall be treated as the confidential information and the property solely of the
Buyer (following the Closing). The Guarantor and the Seller shall use their best efforts
to keep confidential all of such information, and shall not directly or indirectly use
such information. The obligation to keep such information confidential shall not apply to disclosures
required by Law.  



    4.06       Exclusivity.
From the date hereof until the Closing Date, the Guarantor and the Group Companies shall
not, and shall cause their officers, directors, representatives, agents and affiliates
not to enter into or negotiate, any written or oral agreement or understanding with any
Person (other than Buyer) regarding a sale of the Group Companies, any of their stock, or
any material amount or assets (other than inventory in the ordinary course of business)
or business, or a merger, consolidation, or re-capitalization involving the Group
Companies.  



ARTICLE V

THE CLOSING  



    5.01       Time
and Place of Closing. Upon the terms and subject to satisfaction or waiver of the
conditions contained in this Agreement, the closing of the transactions contemplated by
this Agreement (the “Closing”) will take place as of the close of
business on March 10th, 2009 at the offices of Buyer, at Ekkelgaarden 16, 3500 Hasselt
(Belgium). The effective time of the Closing is hereinafter referred to as the “Closing
Date”.  



        At
the Closing, the following shall occur simultaneously and no transaction shall be deemed
to have been completed or any document delivered until all such transactions have been
completed and all required documents delivered:  




    5.02        Deliveries
by Seller. At the Closing, Seller will deliver to Buyer, the following documents:  



		    (a)       Stock. Stock
certificates representing all of the shares of Transferred                     Stock,
accompanied by stock powers duly executed for transfer to Buyer;
                    including one (1) share held in escrow by Mr Yanai Man on behalf of
the Company,                     which shall be transferred to the Buyer or anyone on its
behalf, according to                     the Buyer’s instructions.  















		    (b)                           Minutes
of the Board of the Company approving the transfer in the Subsidiary, in
                    the wording attached hereto as Appendix A; and  







		    (c)                           Resignations
dated the Closing Date of all of the officers and directors of the
                    Subsidiary (except for any persons designated by Buyer prior to the
Closing Date                     to remain in office);  







		    (d)                           The
officer’s certificate as to the accuracy of the Seller’s
                    representations and warranties as of the date of this Agreement and
as of the                     Closing and as to its compliance with and performance of
its covenants and                     obligations to be performed or complied with at or
before the Closing;  







		    (e)                           The
Group Companies managements’ representation letters certifying:  







		    (i)                           the
correctness of the Audited Financial Statements, and declaring that only
                    bona fide transactions have taken place in the past within each of
the Group                     Companies.  







		    (ii)                           that
between the date of the signing of the Audited Financial Statements and the
                    date of this Agreement, only arm’s length transactions in the
ordinary                     course of business have taken place. In the event that Schedule
2.07 shall contain any unusual transactions, including any liabilities which were
                    not accrued in the ordinary course of business, the net liabilities
arising from                     any such transaction shall be deducted from the Purchase
Price.  







		    (iii)         that
no financial or any other commitments exist which were not disclosed in
writing to the Buyer.  







		    (f)                 Any
transfer documents as required by applicable Law, dated the Closing Date,
          transferring to the Buyer all of the Assets;  







		    (g)                 copies
of consents, permits, waivers, approvals, authorizations of, or           declarations or
filings with, or notifications to any Person or Governmental           Body;  







		    (h)                 an
opinion of the attorneys of Seller in the form attached hereto as Schedule 5.02(h) 















		    (i)                 release
documents evidencing the termination of all Liens on the Company and           Subsidiary’s
assets, including any and all Liens detailed in Schedule           2.03; It is
hereby clarified that the release of any and all Liens detailed           in Schedule
2.03 is a condition precedent to this Agreement – In the event           that any
such Liens are not released, or that their release is not registered,           by the
Closing Date (March 10th 2009) this Agreement shall become           null and
void, and the Seller shall pay the Buyer a penalty equal to 25% of the           Purchase
Price – US$175,000 (one hundred seventy five thousand USD).           However, in
case this term is exceeded with maximum three working days, and           Seller can
prove that this is due to Force Majeur, the penalty will not be due.           The Escrow
Agent will judge on the reasonabless of the “Force Major           issue”.  








		    (j)                 such
other documents as the Buyer shall reasonably request to effectuate the
          transactions contemplated by this Agreement.  







		    (k)       Employees.
(i) Waivers from all the Company’s employees; (ii) The           Transferred
Employees listed in Schedule 4.03 hereto           shall have entered
into employment agreements with the Buyer or any of its           affiliates,
satisfactory in form and substance to the Buyer and shall have           undertaken to be
employed by the Buyer for at least 12 months, and in the case           of Mr. Yanai Man
– three years, following the Closing Date. It is hereby           clarified that the
employment of any employees, shall be at the Buyer’s           sole discretion.  







		    (l)       Material
Adverse Change. Since the date of this Agreement, the Business           shall not
have suffered a Material Adverse Effect.  







	 	
All
other documents, instruments and writings required to be delivered by Seller at or prior
to the Closing Date pursuant to this Agreement or otherwise required in connection
herewith 






    5.03        Payment
by Buyer  



		    (a)        Upon
the Closing, subject to the fulfillment and delivery by the Seller of all
               of the above documents and fulfillment of all of Seller’s obligations
and                warranties under this Agreement, Buyer shall transfer to the Escrow
Agent the                Purchase Price in accordance with Section 1.05.  







		    (b)        Seller
shall provide the Escrow Agent with instructions with regards to the
               transfer of the Purchase Price in the form attached hereto as Schedule
5.03. 







ARTICLE VI

POST-CLOSING COVENANTS  



    6.01       Expenses.
Except as otherwise expressly provided herein, Sellers and Buyer shall each bear their
own costs and expenses incurred in connection with this Agreement.  



    6.02       Notification.
Between the date of this Agreement and the Closing Date, Seller will promptly notify
Buyer in writing if Seller becomes aware of any fact or condition that causes or
constitutes a breach of any of Seller’s or Guarantor’s representations and
warranties as of the date of this Agreement, or if Seller or Guarantor becomes aware of
the occurrence after the date of this Agreement of any fact or condition that would cause
or constitute a breach of any such representation or warranty, had such representation or
warranty been made as of the time of occurrence or discovery of such fact or condition  













    6.03        Indemnification.
Seller and Guarantor jointly and severally agree to save, defend and indemnify Buyer
against and hold them harmless from any and all claims, liabilities, losses, costs and
expenses, of every kind, nature and description, fixed or contingent (including, without
limitation, counsel’s fees and expenses in connection with any action, claim or
proceeding relating thereto or seeking enforcement of obligations hereunder) (“Losses”),
arising out of any breach of any representation, warranty, covenant or agreement made by
Seller and/or Guarantor under this Agreement. However, Seller and Guarantor shall in no
event be liable for indirect damages and loss of profits.  



    6.04       Use
of GEE Trademarks Name. Seller and Guarantor undertake that upon Closing, they
will not directly or indirectly, make any use of or publicize, the GEE Trademark or any
similar sounding name and any goodwill associated therewith for any purpose.  



    6.05       Referrals.
For one (1) year following the Closing, Seller and Guarantor must promptly refer to the
Buyer all enquiries relating to the Business and all orders relating to the Business,
including enquiries or orders for any services, business opportunities, offers,
proposals, granted in connection with the Business.  



    6.06       Non-Competition.
For the 5 (five) years following the Closing, the Seller and the Guarantor will not carry
on or hold an interest in any company, venture, entity or other business (other than a
minority interest in a publicly traded company) which competes with the Company’s
Business (including, without limitation, as a shareholder).  



ARTICLE VII

MISCELLANEOUS
PROVISIONS  



    7.01        Amendment
and Modification. This Agreement may be amended, modified or supplemented only
by a written instrument executed by all of the parties hereto. 



    7.02       Waiver
of Compliance. Except as otherwise provided in this Agreement, any failure of any
of the parties to comply with any obligation, covenant, agreement or condition herein may
be waived by the party entitled to the benefits thereof only by a written instrument
signed by the party granting such waiver, but any such waiver, or the failure to insist
upon strict compliance with any obligation, covenant, agreement or condition herein,
shall not operate as a waiver of, or estoppel with respect to, any subsequent or other
failure or breach.  











    7.03       Notices.
All notices and other communications hereunder shall be in writing and shall be deemed
given (i) on the date of delivery if delivered personally on the party to whom notice is
to be given, (ii) on the date of transmission if sent via facsimile transmission to the
facsimile number given below, and telephonic confirmation of receipt is obtained promptly
after completion of transmission, (iii) on the first Business Day after delivery to a
reputable overnight delivery service, or (iv) on the fifth day after mailing, if mailed
to the party to whom notice is to be given, by first class mail, registered or certified
(return receipt requested), postage prepaid and properly addressed, to the parties at the
following addresses (or at such other address as any party shall specify by like notice:  



		    (a)                 if
to Seller and Guarantor to:








	 	
Attention: 
Facsimile No.: 
 with a copy to: 

Attention:  Facsimile No.:  










		    (b)                 if
to Buyer to:








	 	
with
a copy to:  







    7.04       Assignment.
This Agreement and all of the provisions hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors, personal
representatives, successors and permitted assigns, but neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by any party hereto
without the prior written consent of the other parties. Any purported assignment in
violation of the provisions hereof shall be void.  



    7.05       Governing
Law. This Agreement shall be governed, exclusively by the laws of the State of
Israel as to all matters, including but not limited to matters of validity, construction,
effect, performance and remedies.  



    7.06       Jurisdiction
. The parties agree that any action or proceeding relating in any way to this
Agreement shall be brought and enforced in the component courts located in Tel Aviv,
Israel.  



    7.07       Counterparts.
This Agreement may be executed in any number of counterparts and by facsimile, and by any
party on separate counterparts, each of which as so executed and delivered shall be
deemed an original, but all of which together shall constitute one and the same
instrument, and it shall not be necessary in making proof of this Agreement as to any
party hereto to produce or account for more than one such counterpart executed and
delivered by such party.  











    7.08        Interpretation.  



	 	
For
purposes of this Agreement: 






		    (a)                 (i)
“Business Day” shall mean a day other than a Saturday,           Sunday
or other day on which banks in the State of Ethiopia, Cyprus and/or           Israel are
required or authorized to close; (ii) “Governmental           Authority” shall
mean any federal, national, state, provincial,           municipal or other governmental
department, commission, board, bureau, agency or           instrumentality, or any court
or self-regulatory organization;           (iii)  “Laws” shall
mean any order, any federal,           national, state, provincial, local or other
statute, law, rule of common law, or           code of any kind of any Governmental
Authority, domestic or foreign, and the           rules, regulations, ordinances and
standards promulgated thereunder           (iv) “Liens” shall mean
any and all liens, encumbrances,           mortgages, charges, claims, restrictions,
options, pledges, security interests           or other similar interests, title defects,
tenancies (and other possessory           interests), easements, rights of way,
covenants, encroachments, rights of first           refusal or any restriction on
transfer and/or voting, preemptive rights,           judgments, conditional sale or other
title retention agreements and other           impositions or imperfections of title of
any nature whatsoever;           (v) “Material Adverse Effect” shall
mean a material           adverse effect on business, results of operations or financial
condition of the           Group Companies.  







    7.09       Entire
Agreement. This Agreement including the schedules, exhibits, documents,
certificates and instruments referred to herein and therein, embody the entire agreement
and understanding of the parties hereto in respect of the transactions contemplated by
this Agreement and supersede all prior agreements and understandings between the parties
with respect thereto. Except for any permitted assignees, successors or assigns of the
parties, no provision of this Agreement is intended to or shall be deemed to be for the
benefit of, or create any rights in favor of, any third party.  



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



			

By: /s/ Yanai Man
——————————————

Yanai Man
(COMPANY - SELLER) 







			

By: /s/ Yanai Man
——————————————

Yanai Man
[GUARANTOR] 







			

By: /s/ Louis Machiels
——————————————

Louis Machiels
[BUYER]