Issuance Date

Outstanding Principal
Amount

Accrued and Unpaid Interest
(as of July 16, 2009)

Total

July 6, 2007

$

360,108

$

69,582

$

429,690

October 23, 2007

$

1,500,000

$

207,856

$

1,707,856

December 7, 2007

$

1,000,000

$

132,926

$

1,132,296

March 20, 2008

$

500,000

$

59,940

$

559,940

May 13, 2008

$

500,000

$

56,553

$

556,553

TOTAL

$

3,860,108

$

526,857

$

4,386,965

a.

The Company is indebted to the Buyer under the Existing Debentures in the principal amount along with all accrued and unpaid interest reflected above. Such amounts owed, including without limitation all interest accruing thereon, premiums, costs, expenses, and fees (collectively, the “ Obligations ”) now or hereafter payable by the Company to the Buyer pursuant to the Transaction Documents are unconditionally owing by the Company to the Buyer, without offset, setoff, defense or counterclaim of any kind, nature or description whatsoever.

b.

That: (1) each of the Transaction Documents to which it is a party has been duly executed and delivered to the Buyer by the Company, and each is in full force and effect as of the date hereof, (2) the agreements and obligations of the Company contained in such documents and in this Agreement constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, and to the Company’s knowledge, the Company has no valid defense to the enforcement of such obligations, (3)  the Buyer is and shall be entitled to the rights, remedies and benefits provided for in the Transaction Documents and applicable law, without offset, setoff, defense or counterclaim of any kind, nature or descriptions whatsoever, and (4) to the Company’s knowledge, the Company has no claims, actions, cause of action, suits, judgments, and demands whatsoever, in law, admiralty or equity, against the Buyer or its affiliates, in respect of or in connection with the Transaction Documents.

c.

The Buyer has not waived, is not by this Agreement waiving, and has no intentions of waiving, any Events of Default which may be continuing on the date hereof or any Events of Default which may occur after the date hereof, and the Buyer has not agreed to forbear with respect to any of its rights or remedies concerning any Events of Default which may have occurred or are continuing as of the date hereof or which may occur after the date hereof.

d.

The Company hereby acknowledges, confirms and agrees that the Buyer has and shall continue to have valid, enforceable and perfected first-priority liens upon and security interests in the pledged property heretofore granted to the Buyer pursuant to the Security Agreement dated July 6, 2007 between the Company and the Buyer (the “ Security Agreement ”) or otherwise granted to or held by the Buyer.

a.

The gross proceeds of the Offering are at least $650,000 (“ Minimum Offering Amount ”);

b.

The Company closes on the Minimum Offering Amount on or before September 3, 2009, unless extended in writing by the Buyer (the “ Closing Deadline ”);

c.

The Company shall have issued and delivered to the Buyer the Amended and Restated Debenture (as defined below) in exchange for the surrender of the Existing Debentures, to be effective as of the Effective Date;

d.

The Company shall provide a cash flow projection budget (the “ Budget ”) in a form acceptable to the Buyer, which Budget shall demonstrate that the proceeds from the Offering will be sufficient to fund the Company’s operations for a period of at least 12 months from the Effective Date;

e.

The Company shall have made cash payments under the Existing Debentures in an amount greater than or equal to $50,000 since April 1, 2009, of which $20,000 has been paid and the remaining $30,000 shall be paid on or prior to the Effective Date. The Company may satisfy this condition by paying the remaining balance directly out of the proceeds of the Offering; and

f.

The Company shall have received a written notice from YA Global confirming that all of the conditions set forth above have been satisfied.

a.

Amended Debenture . On the Effective Date the Company shall issue to the Buyer an amended and restated convertible debenture (the “ Amended and Restated Debenture ”) in the form attached hereto as “ Exhibit B ” in the principal amount equal to the outstanding principal amount and accrued and unpaid interest under the Existing Debentures as of the Effective Date. The Amended and Restated Debenture shall be issued solely in exchange for the surrender of the Existing Debentures. When issued in accordance with this Agreement, the Amended and Restated Debenture shall amend, replace, and supersede each of the Existing Debentures and consolidate all amounts owed under such Existing Debentures and the Buyer shall return the Existing Debentures to the Company. The Amended and Restated Debenture shall modify the Existing Debentures as follows: s

i.

Payments. All payment by the Company under the Existing Debentures will be suspended pursuant to the Amended and Restated Debenture for a period of one year from the Effective Date. Monthly payments in the amount of $225,000 each shall resume on the first day of the month preceding the month in which the one-year anniversary of the Effective Date occurs.

ii.

Redemption. The Company shall have the option to redeem up to $3,000,000 of the outstanding principal and unpaid interest owed the Existing Debentures at any time with 15 days prior written notice to the Buyer at a redemption price equal to 115% of the amount being redeemed in accordance with the Amended and Restated Debenture.

iii.

Conversion Price. The Conversion Price of the Existing Debentures shall be reduced to the effective price of the Common Stock issued in connection with the Offering.

b.

Warrants . The exercise price of the Warrants shall be reduced to the effective price of the Common Stock issued in connection with the Offering. The number of shares underlying the Warrants shall not be changed, provided that warrants or other Common Stock purchase rights are not issued in connection with the Offering. If any warrants or other Common Stock purchase rights are issued in connection with the Offering then the Company shall issue new warrants to the Buyer such that the proportion of warrant shares to the amount of the Buyer’s initial investment is equal to proportion of warrant shares to the amount of the new investment in the Offering. Any such new warrants shall have an exercise price equal to the price of the Common Stock issued in connection with the Offering.

c.

Rule 144 Tacking Period . The Company represents, warrants, and agrees the Amended and Restated Debenture is being issued solely in exchange for the Existing Debentures and that for the purposes of Rule 144, the Amended and Restated Debenture shall be deemed to have been acquired at the same time as the surrendered Existing Debentures, which are the dates referenced next to each of the Existing Debentures in the table above, in all cases is prior to one year from the date hereof.

d.

Buyer’s Lock up Provision . During any calendar month beginning with the month in which the Effective Date occurs and ending with the calendar month preceding the month in which the one-year anniversary of the Effective Date occurs, except for Excluded Sales (as defined below), the Buyer shall not sell shares of Common Stock for gross proceeds (measured by the quantity of shares sold multiplied by the sales price) of greater than (a) $50,000, or (b) 20% of the aggregate dollar traded volume traded during the preceding calendar month (as measured by multiplying the total volume traded in such month by the average price during such month according to Bloomberg LP). For the purposes hereof the term “Excluded Sales” shall mean any sales by the Buyer at a price of five cents ($0.05) or more.

a.

Budget . The Company shall not exceed the total expenses listed on the Budget by more than 5% in any individual month, or in the aggregate at any time. The Company shall provide certified cash flow reports to the Buyer on the 1 ^st and 15 ^th of each month which shall show actual results for each period that has elapsed from the date hereof compared to the same period in the Budget. Any violation of this covenant shall be deemed an event of default under the Amended and Restated Debenture and the Transaction Documents.

b.

Further Assurances . The Company shall, from and after the execution of this agreement, execute and deliver to the Buyer any additional documents, instruments, and agreements that the Buyer may require in order to correct any document deficiencies, or to vest or perfect the security interest in the collateral granted pursuant to the Security Agreement more securely in the Buyer and/or to otherwise give effect to the terms and conditions of this agreement, and hereby authorize the Buyer to file any financing statements (including financing statements with a generic description of the collateral such as “all assets”), and take any other normal and customary steps, the Buyer deems necessary to perfect or evidence the Buyer’s security interests and liens in any such collateral. The Company shall pledge to the Buyer its shares of capital stock of Alphakat – Global Energy GmbH as required pursuant to the Security Agreement. The Company shall also make all necessary filings in Israel required to perfect and provide notice of the Buyer’s liens on the assets of Global Fuel Israel, Ltd. and Global NRG Pacific Ltd. or provide the Buyer evidence that all such filings have been made and recorded. The Buyer represents that the perfection certificate attached hereto as Exhibit C is true, complete, and correct as of the date hereof.

c.

Effect of this Agreement . Except as modified pursuant hereto, no other changes or modifications to the Transaction Documents are intended or implied and in all other respects such documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof.

d.

Each party shall pay all its own costs and expenses regarding the entering of this Agreement. There are no other fees, charges or expenses other than as set out herein and in the Existing Debentures and ancillary documents.

GLOBAL ENERGY, INC.


By: /s/ Asi Shlagi
——————————————
Asi Shlagi
Chief Executive Officer

YA GLOBAL INVESTMENTS, L.P.


By:   Yorkville Advisors, LLC
Its:   Investment Manager

By: /s/
——————————————
Name:
Title:

GLOBAL ENERGY INC.

Minimum Raise:

Global Energy Inc ("GEYI" or the "Company") will raise a minimum of $650,000 in new capital by the issuance of common stock of the Company or bridge loans ("Financing").

Reset Prices:

The existing conversion price and warrant strike prices on the Investor's convertible debentures and warrants will be reset to the issue price on the common stock issued in the Follow-on Financing (the "Reset Price"). No new warrants or shares will be issued to the Investor as part of the reset, except that if any warrants or other rights are issued in connection with the Financing, the Company will issue new warrants or similar rights to the Investor in the same proportion and at the same price.

Repayments:

All payments by the Company under the Debentures will be suspended for a period of 12 months from the close of the Financing, after which the Company shall make full payment of the outstanding Debenture and accrued interest amounts in accordance with the terms of Debentures.

The Investor shall receive a payment of at least $50,000 in the aggregate either from the proceeds of the sale of the Ethiopia business, or the Financing, or a combination of the two.

Conversions:

In the first 12 months following the Financing if the quoted share price of the Company is 5 cents or less the Investor shall be restricted from selling shares of common stock in excess of the greater of (a) $50,000 per calendar month, or (b) 20% of the aggregate dollar trading volume of all shares traded during the preceding calendar month.

Redemption:

The Company shall have the option to redeem up to $3,000,000 of the outstanding Debenture in cash on at least 15 days prior written notice to the Investor. The Redemption premium shall be 15% and shall be paid upon Redemption of any portion of the Debenture.

Budget/Burn:

The Company shall provide a budget indicating that the proceeds of the Financing will sustain the Company for at least 12 months.

Expiry:

The terms herein will expire at 5p.m. on April 8, 2009.

Non-Binding:

These terms are for discussion purposes only, non-binding on the parties, and subject to change. If final terms are reached they will be documents by formal definitive documents setting forth the final agreed upon terms.

By: /s/ Shalgi Asi
——————————————
Name: Shalgi Asi
Title:   President

YA GLOBAL INVESTMENTS, L.P.
By: Yorkville Advisors, LLC
Its: Investment Manager

By: /s/ Gerald Eicke
——————————————
Name: Gerald Eicke
Title:   Managing Member

Issuance Date: ______ __, 2009

Original Principal Amount: $4,___,___

No. GEYI-1-6

    (a)         Interest, Installment Payments, Maturity . Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to twelve percent (12%) (“ Interest Rate ”). Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law. On each Installment Date, the Company shall pay to the Holder an amount equal to the Installment Amount due on such Installment Date in accordance with the terms and conditions of this Debenture. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal and accrued and unpaid Interest. The “ Maturity Date ” shall be October 31, 2010. The Maturity Date may be extended at the option of the Holder in the event that, and for so long as, an Event of Default (as defined below) shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would result in an Event of Default. Other than as specifically permitted by this Debenture, the Company may not prepay or redeem any portion of the outstanding Principal without the prior written consent of the Holder. Unless otherwise set forth in this Debenture all payments received by the Holder hereunder shall be applied towards amounts outstanding under this Debenture in the sole discretion of the Holder.

    (b)         Security . The Company agrees and acknowledges that its obligations under this Debenture shall be secured by the pledge of certain assets of the Company and its subsidiaries granted pursuant to the Security Agreement dated July 6, 2007 in favor of the Holder (the “ Security Agreement ”) and that the obligations under this Debenture are hereinafter expressly included as part of the “Obligations” as such term is defined and used in the Security Agreement.

    (a)        An “ Event of Default ”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

    (i)        The Company’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Debenture (including, without limitation, the Company’s failure to pay any redemption payments or amounts hereunder) or any other Transaction Document;

    (ii)        The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing;

    (iii)        The Company or any subsidiary of the Company shall default in any of its obligations under any other debenture or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any subsidiary of the Company in an amount exceeding $100,000, whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

    (iv)        The Common Stock shall cease to be quoted or listed for trading on a Primary Market for a period of five (5) consecutive Trading Days;

    (v)        The Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section 6) unless in connection with such Change of Control Transaction this Debenture is retired;

    (vi)        the Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within five (5) Business Days after the applicable Conversion Failure or (B) notice, written or oral, to the Holder, including by way of public announcement, at any time, of the Company’s intention not to comply with a request for conversion of this Debenture into shares of Common Stock that is tendered in accordance with the provisions of this Debenture, other than pursuant to Section 4(c);

    (vii)        The Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within three (3) Business Days after such payment is due;

    (viii)        The Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach or default of any provision of this Debenture (except as may be covered by Section 2(a)(i) through 2(a)(vii) hereof) or any Transaction Document which is not cured within the time prescribed.

    (b)        During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred, the full unpaid Principal amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become at the Holder’s election, immediately due and payable in cash, provided that the Company has failed to cure such Event of Default within five (5) Business Days after the occurrence of the Event of Default, except with respect to an Event of Default under Section 2(a)(iv)-(vii), which shall not have any additional cure period. Furthermore, in addition to any other remedies, the Holder shall have the right (but not the obligation) to convert this Debenture at the Company Conversion Price at any time after (x) an Event of Default, provided Company has failed to cure such Event of Default within five (5) Business Days after occurrence of the Event of Default, or (y) the Maturity Date. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, (other than required notice of conversion). Holder may enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Holder’s notice of exercise of its rights hereunder may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

    (a)         General . On each applicable Installment Date, the Company shall pay to the Holder of this Debenture the Installment Amount due on such date by converting such Installment Amount into shares of Common Stock of the Company, provided that there is not then an Equity Conditions Failure, in accordance with this Section 3 (a “ Company Conversion ”); provided, however, that the Company may, at its option following notice to the Holder, redeem such Installment Amount (a “ Company Redemption ”) or perform any combination of a Company Conversion and a Company Redemption so long as all of the outstanding applicable Installment Amount shall be converted and/or redeemed by the Company on the applicable Installment Date, subject to the provisions of this Section 3. On or prior to the date which is the fifth (5 ^th ) Trading Day prior to each Installment Date (each, an “ Installment Notice Due Date ”), the Company shall deliver written notice (each, a “ Company Installment Notice ”), to the Holder which Company Installment Notice shall (i) either (A) confirm that the applicable Installment Amount of the Holder’s Debenture shall be converted in whole pursuant to a Company Conversion or (B) (1) state that the Company elects to redeem, or is required to redeem in accordance with the provisions of the Debenture, in whole or in part, the applicable Installment Amount pursuant to a Company Redemption and (2) specify the portion (including Interest) which the Company elects or is required to redeem pursuant to a Company Redemption (such amount to be redeemed, the “ Company Redemption Amount ”) and the portion (including Interest), if any, that the Company elects to convert pursuant to a Company Conversion (such amount a “ Company Conversion Amount ”) which amounts when added together, must equal the applicable Installment Amount and (ii) if the Installment Amount is to be paid, in whole or in part, pursuant to a Company Conversion, certify that there is not then an Equity Conditions Failure as of the date of the Company Installment Notice. Each Company Installment Notice shall be irrevocable. If the Company does not timely deliver a Company Installment Notice in accordance with this Section 3, then the Company shall be deemed to have delivered an irrevocable Company Installment Notice confirming a Company Conversion and shall be deemed to have certified that there is not then an Equity Conditions Failure in connection with any such conversion. The Company Conversion Amount (whether set forth in the Company Installment Notice or by operation of this Section 3) shall be converted in accordance with Section 3(b) and the Company Redemption Amount shall be paid in accordance with Section 3(c).

    (b)         Mechanics of Company Conversion . Subject to Section 3(d), if the Company delivers a Company Installment Notice and elects, or is deemed to have elected, in whole or in part, a Company Conversion in accordance with Section 3(a), then the applicable Company Conversion Amount, if any, which remains outstanding as of the applicable Installment Date shall be converted as of the applicable Installment Date by converting on such Installment Date such Company Conversion Amount at the Company Conversion Price; provided that the Equity Conditions are then satisfied (or waived by the Holder) on such Installment Date and that the Installment Volume Limitation is not exceeded (unless waiver by the Holder). If the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Installment Date or the Installment Volume Limitation is exceeded (unless waived by the Holder), then at the option of the Holder designated in writing to the Company, the Holder may require the Company to do any one or more of the following: (i) the Company shall redeem all or any part of the unconverted Company Conversion Amount designated by the Holder (such designated amount is referred to as the “ Unconverted Redemption Amount ”) and the Company shall pay to the Holder within three (3) Business Days of Company’s receipt of Holder’s notice, by wire transfer of immediately available funds, an amount in cash equal to such Unconverted Redemption Amount, and/or (ii) the Company Conversion shall be null and void with respect to all or any part of the unconverted Company Conversion Amount designated by the Holder and the Holder shall be entitled to all the rights of a holder of this Debenture with respect to such designated amount of the Company Conversion Amount.. If the Company fails to redeem any Unconverted Redemption Amount by the third (3 ^rd ) Business Day following receipt of notice from Holder instructing Company to repay such Unconverted Redemption Amount, then the Holder shall have all rights under this Debenture (including, without limitation, such failure constituting an Event of Default).

    (c)         Mechanics of Company Redemption . If the Company elects a Company Redemption in accordance with Section 3(a), then the Company Redemption Amount, if any, which is to be paid to the Holder on the applicable Installment Date shall be repaid by the Company on such Installment Date, and the Company shall pay to the Holder on such Installment Date, by wire transfer of immediately available funds, an amount in cash (the “ Company Installment Redemption Price ”) equal to the Company Redemption Amount. If the Company fails to redeem the Company Redemption Amount on the applicable Installment Date by payment of the Company Installment Redemption Price on such date, then at the option of the Holder designated in writing to the Company (any such designation, “ Conversion Notice ” for purposes of this Debenture), the Holder may require the Company to convert all or any part of the Company Redemption Amount into shares of Common Stock of the Company at the Company Conversion Price. Conversions required by this Section 3(c) shall be made in accordance with the provisions of Section 4(b). Notwithstanding anything to the contrary in this Section 3(c), but subject to Section 4(c), until the Company Installment Redemption Price (together with any interest thereon) is paid in full, the Company Redemption Amount (together with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 4.

    (d)         Deferred Installment Amount . Notwithstanding any provision of this Section 3 to the contrary, the Holder may, at its option and in its sole discretion, elect to have the payment of all or any portion of an Installment Amount payable on the next Installment Date deferred to the Maturity Date. Any amount deferred to the Maturity Date pursuant to this Section 3(d) shall continue to accrue Interest through the Maturity Date.

    (e)         Company’s Additional Cash Redemption . The Company at its option shall have the right to redeem (“ Optional Redemption ”) up to $3,000,000 of outstanding Principal amount under the Debenture (less any amounts that have been repaid, converted, or redeemed after the date Issuance Date of this Debenture) in addition to any Installment Amount prior to the Maturity Date by providing the Holder with at least five (5) days’ prior written notice and provided that no Event of Default has occurred