LICENSE AGREEMENT

Exhibit 10.2

LICENSE AGREEMENT

     This License Agreement (this “Agreement”) is made and entered into as of the 6 ^th 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 (5 ^th ) 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 (10 ^th ) 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:

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:

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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