Amendment No. 1 to Secured Convertible Debenture (GEYI 1-3)

GLOBAL ENERGY, INC.

AMENDMENT NO. 1
to
SECURED CONVERTIBLE DEBENTURE

THIS AMENDMENT SHOULD BE ATTACHED TO THE
ORIGINAL SECURED CONVERTIBLE DEBENTURE CERTIFICATE

     This Amendment No. 1 to the Secured Convertible Debenture (this “Amendment”) dated March 20, 2008 is issued in connection with that Secured Convertible Debenture (No. GEYI-1-3) (the “Debenture”) originally issued on December 7, 2007 by Global Energy, Inc. (the “Company”) to YA Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P.) (the “Holder”). Capitalized terms used but not defined herein have the meaning given thereto in the Warrant.

     THIS CERTIFIES THAT, the following amendments are hereby made to the Amended and Restated Secured Convertible Debenture:

• The term “Conversion Price” set forth in Section 4(a)(ii) shall be deleted and replaced with the following:
  
  “Conversion Price” means, as of any Conversion Date (as defined below) or other date of determination, $1.25, subject to adjustment as provided herein.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer.