Amended And Restated Irrevocable Transfer Agent Instructions Dated March 20, 2008

AMENDED AND RESTATED

IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

March 20, 2008

Worldwide Stock Transfer, LLC
885 Queen Anne Road
Teaneck, NJ 07666

RE: GLOBAL ENERGY, INC.

Ladies and Gentlemen: These Amended and Restated Irrevocable Transfer Agent Instructions are issued to amend and replace the Irrevocable Transfer Agent Instructions entered in between the parties hereto on July 6, 2007. Reference is made to that certain Securities Purchase Agreement (the " Securities Purchase Agreement" ) dated July 6, 2007 by and between Global Energy, Inc., a Nevada corporation (the " Company" ), and YA Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P.) (the " Buyer" ). Pursuant to the Securities Purchase Agreement, the Company shall issue and sell to the Buyer, an the Buyer shall purchase from the Company, convertible debentures (collectively, the " Debentures" ) which are convertible into shares of the Company' s common stock, par value $.001 per share (the " Common Stock" ), at the Buyer' s discretion. The Company has also issued to the Buyer warrants to purchase additional shares of Common Stock, at the Buyer' s discretion (the " Warrant" ). These instructions relate to the following stock or proposed stock issuances or transfers: 1.

Shares of Common Stock to be issued to the Buyer upon conversion of the Debentures plus any shares of Common Stock to be issued to the Buyer upon conversion of accrued interest into Common Stock (collectively, the " Conversion Shares" ). 2.

Shares of Common Stock to be issued to the Buyer upon exercise of the Warrant (the " Warrant Shares" ).
This letter shall serve as our irrevocable authorization and direction to Worldwide Stock Transfer, LLC. (the " Transfer Agent" ) to do the following:1.

Conversion Shares and Warrant Shares . a.

Instructions Applicable to Transfer Agent . receipt. Upon receipt from the Company of a properly completed and duly executed Conversion Notice (the " Conversion Notice" ) in the form attached as Exhibit A to the Debentures, or a properly completed and duly executed Exercise Notice (the " Exercise Notice" ) in the form attached as Exhibit A to the Warrant, the Transfer Agent shall within three (3) Trading Days thereafter (i) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice or the Exercise Notice, a certificate, registered in the name of the Buyer or its designees, for the number of shares of Common Stock to which the Buyer shall be entitled as set forth in the Conversion Notice or Exercise Notice or (ii) provided the Transfer Agent is participating in The Depository Trust Company (" DTC" ) Fast Automated Securities Transfer Program, upon the request of the Buyers, credit such aggregate number of shares of Common Stock to which the Buyers shall be entitled to the Buyer' s or their designees' balance account with DTC through its Deposit Withdrawal At Custodian (" DWAC" ) system provided the Buyer causes its bank or broker to initiate the DWAC transaction. For purposes hereof " Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading. b.

The Company hereby confirms to the Transfer Agent and the Buyer that certificates representing the Conversion Shares and the Warrant Shares shall not bear any legend restricting transfer and should not be subject to any stop- transfer restrictions and shall otherwise be freely transferable on the books and records of the Company; provided that counsel to the Company delivers (i) the Notice of Effectiveness set forth in Exhibit I attached hereto and (ii) an opinion of counsel in the form set forth in Exhibit II attached hereto, and that if the Conversion Shares or Warrant Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Conversion Shares or Warrant Shares shall bear the following legend:

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


SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT." c.

In the event that counsel to the Company fails or refuses to render an opinion as required to issue the Conversion Shares or Warrant Shares in accordance with the preceding paragraph (either with or without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Buyer to render such opinion. The Transfer Agent shall accept and be entitled to rely on such ...