TIRE DERIVED FUEL SUPPLY AGREEMENT

This  Agreement is made this 3rd day of April,  2003,  by and between  Wiley and
Associates a Corporation with its principal address at 25-31 94th Street,  North
Bergen,  NJ 07047  (Supplier),  and Green Power Energy Holdings LLC (Operator) a
Delaware   Corporation,   with  its  principal  address  at  3212  Wickford  Rd.
Wilmington, NC 28409, with reference to the following:

WHEREAS, Supplier owns and operates equipment and facilities for the collection.
transportation and delivery of Tire Derived Fuels (TDF); and.

WHEREAS, Operator owns and operates an electric generating,  co-generation plant
and facility as set out herein: and,

WHEREAS,  Supplier  desires to collect.  store,  process and deliver to Operator
such amount of TDF meeting such  specifications  as Operator  requires  upon the
terms and conditions hereinafter set forth, and Operator desires to receive such
services;

NOW  THEREFORE,  in  consideration  of the  premises,  the mutual  covenants and
promises set forth herein and other good and valued consideration.  The receipt,
adequacy and sufficiency of which are acknowledged.  The parties agree as to the
following:


ARTICLE 1. DEFINITIONS


     For the  purposes of this  Agreement,  the  following  terms shall have the
following meanings:

     A.   '"TDF"   means   processed   rubber  tire  chips  which  has  met  the
     specifications  As set forth in Article 3 within and is  suitable  for fuel
     and combustion.

     B. "Good  Faith" means  honesty in fact and the  observance  of  reasonable
     commercial standards of fair dealing in the trade.

     C.  "Tare  Weight"  refers  to the  deduction  from the  gross  weight of a
     substance  and its  container  made in  allowance  for  the  weight  of the
     container . D. "Collect" means to gather or take on TDF

     E.  "Store"  or   "Stockpile"   means  to  accumulate  and  stock  TDF  for
     preservation and use at a later time.

     F.  "Process"  means a series of  actions,  including  but not  limited to,
     Segregating and cleaning of debris and sizing of the TDF.

     G.  "Deliver  F.O.B.  Operator's  Facility"  means  "free on  board" at the
     Operator's  facility and is a delivery term under which  Supplier  must, at
     his own  expense  and risk,  transport  the  goods to that  place and there
     tender delivery of them in a manner provided in this Agreement.

<PAGE>

     J. "Facility" means Operator's  establishment and all associated  equipment
     being a bio-mass & alternative energy co-generating facility .

     K.  "Foreign  Matter"  means any matter  alien in  character to the natural
     state of the TDF.

     L.  "Supplier"  means a person who deals in fuel processing or otherwise by
     his occupation  holds himself out as having knowledge or skill, or a person
     who supplies or contracts to supply TDF.


ARTICLE 2. SERVICES TO BE RENDERED & RECIPROCAL OBLIGATIONS

     2.1 Sixty (60) days from the date on which  Operator  has served  notice to
     Supplier that the conditions precedent to Operator's  obligations hereunder
     as set forth in Article 27 have been met ("Effective Date"), and continuing
     for the term of this Agreement.  Supplier agrees to collect, store, process
     and deliver to  Operator  such amount of TDF as agreed upon in Article 5 of
     this Agreement and Operator agrees to accept delivery of the processed TDF.


ARTICLE 3. SPECIFICATIONS

     Supplier  represents,  warrants and agrees that the processed TDF delivered
to  Operator's  facility  pursuant  to this  Agreement  will meet the  following
specifications of alternative fuels, and be clean and ready for combustion.

     3.1  Foreign  Matter  -All such TDF shall be clean and free from  deterrent
     materials including, but not limited to, sand, rock and dirt, and shall not
     exceed  the  specified  top  size of the  fuel  material:  (a)  which  will
     interfere with operation of the conveying,  distribution,  boilers,  and/or
     other equipment connected with or related to the facility to which such TDF
     is delivered or in which it is to be disposed; or (b) which will materially
     affect the weight of such processed TDF; and.

     3.2 Product  Sizing -The  processed TDF shall conform to the following size
     criteria: No material greater than two inch minus (2 inch -) sizing;

     3.7 Heating  Value -the  processed TDF shall have a heating value of 15,000
     BTU/LB, or greater.


ARTICLE 4. COLLECTION. STORAGE & DELIVERY

     4.1 Supplier  shall  collect  tires and shall store and process  same,  and
     shall have TDF delivered to Operator at its facility.


ARTICLE 5. SUPPLIER'S CAPACITY

     5.1  Supplier  warrants  that it will  collect,  process and deliver TDF to
     Operator  at a  minimum  of 100  tons  and a  maximum  of 500 tons per day.

<PAGE>

     Maximum  tonnage  limit may  increase  due to  Greenpower  expansion in the
     future. These tonnages are based on a 5 1/2 day work week. The warranty set
     forth in this Article 5 shall not be construed as a limitation of Suppliers
     obligation to collect,  store and process TDF and to supply TDF to Operator
     pursuant  to Article 2 and  Article 4 herein,  in an amount  sufficient  to
     fulfill Operator's requirements for processed TDF.


ARTICLE 6. NON-PERFORMANCE BY SUPPLIER

     6.1  Failure to Perform - If  Supplier  does not deliver TDF to Operator in
     the  required  quantity,  at site or in time  period  under  the  terms and
     conditions  of this  Agreement,  or if Supplier  delivers  processed TDF to
     Operator  which  meets such  conditions,  but which  fails to  satisfy  the
     specifications set forth in Article 3 herein, Operator shall have the right
     upon  written  notice to  Supplier,  to obtain  the  services  rendered  by
     Supplier from other persons or entities. If any such failure by Supplier is
     not rectified and continues for more than sixty (60) days,  then  Operator,
     at its sole discretion,  may terminate this Agreement at any time after the
     end of such sixty (60) day period with written notice unless Supplier cures
     such failure and does not have any  additional  failure  under this Article
     6.1 for an additional thirty (30) days.

     6.2 Shortages in Delivery - Operator, at its option, may cover any shortage
     in Supplies  by  Supplier by making in good faith and without  unreasonable
     delay  any  reasonable  purchase  of  or  contract  to  purchase  goods  in
     substitution for those due from Supplier and  furthermore,  in the event of
     non-conforming  goods,  Operator has the right to address any deficiency in
     delivery by rejecting the entire  delivery,  accepting the entire delivery,
     or accepting any commercial units or amounts and rejecting the balance.

ARTICLE 7. MEASUREMENT

     Operator  shall  determine the net weight in tons of each load of processed
TDF by weighing the loaded vehicle at Operator's facility and deducting the tare
weight there from.  Operator shall then, at operator's  facility,  determine the
specifications  as outlined in Article 3 herein,  on each load by its  customary
procedures based upon random samples.  Operator may reject all or any portion of
any  delivery of TDF  hereunder,  if Operator  reasonably  determines  that such
delivery  contains  processed TDF which fails to meet the  specifications as set
forth in Article 3 herein and gives  notice to Supplier of such  failure  within
three  14)  calendar  days of such  delivery.  Operator  shall be deemed to have
accepted any delivery of processed  waste wood that it does not rejected  within
such three (14) days period.

     If Supplier delivers a load to Operators site that is rejected by Operator,
Supplier has the option of removing the load from  Operator's site at Supplier's
cost or paying  Operator the  equivalent  cost to remove the rejected  load from
Operator's site.

     Operator  reserves  the  right  to  have a  person  or  persons  on site at
Supplier's facility to inspect each load prior to operator accepting delivery.

ARTICLE 8. PAYMENT FOR SERVICES

     8.1 The tipping fee price to be paid by Supplier to Operator for  processed
     TDF shall be fifteen (15) dollars per ton at Operators gate in Warsaw,  NC.
     All material must be as per Article 3. Specifications.

<PAGE>

ARTICLE 9. PRE-PAYMENT CLAUSE

     Operator  and  Supplier  shall pay all  invoices  and  requests for payment
received  from the other party within  fifteen (15) days of receipt of the same.
If Supplier  does not pay  Operator  within  thirty (30) days,  Operator has the
right to terminate this agreement.


ARTICLE 10. TERM & OPTIONS

The term of this  Agreement  shall  commence  on the date the  product  is first
delivered  and shall  expire  ten (10)  years  after the  Effective  Date;  with
Operator and/or  Supplier  having options to renew for (1) successive  period of
(10 ) years on the same terms and conditions  contained  herein,  for a total of
(20) years,  if the  options  are taken by  Operator/  and/or  Supplier.  Should
Operator and/or Supplier renew for any additional term then said additional term
shall be the  same  terms  and  conditions  contained  herein.  Operator  and/or
Supplier  shall  exercise its option to renew for any additional (10 ) year term
by sending  Operator  and/or  Supplier  written notice of the same within ninety
(90) days, but before the expiration of the first renewal term.


ARTICLE 11. EXCUSED DELIVERY & PURCHASE

     11.1 Supplier shall be excused from collecting,  storing and processing TDF
     and from supplying  processed TDF to Operator and Operator shall be excused
     from  accepting  delivery of TDF from  Supplier in the event of, and to the
     extent and during times of any fire,  explosion,  flood,  Act of God,  war,
     transportation  strikes, civil commotion,  or other governmental act, order
     or  regulation  outside  Supplier's  control which  prevents  Supplier from
     performing  the services  herein,  or Operator's  use of any such processed
     waste wood  supplied.  However,  Supplier  shall still be  responsible  for
     performing the services required under this Agreement during mud season and
     other typical weather induced restrictions of normal operations.  If any of
     the above  events  causes  Supplier  to be unable to meet  Operator's  full
     requirements  for waste wood or  Supplier's  other  obligations  under this
     Agreement. Operator shall have the option of requiring Supplier to continue
     at a reasonable reduced level set by Operator until such time as such event
     ceases to prevent Supplier from fulfilling its obligations herein.

     11.2  Mechanical  Breakdown -In the event that the Operator and/or Supplier
     have a major breakdown at their operating  sites,  Operator and/or Supplier
     are temporarily  relieved of their  obligations  under this Agreement until
     the repairs to the facility have been  completed.  Operator and/or Supplier
     shall notify the other party of the breakdown within forty-eight (48) hours
     and give an estimated time for repairs. The Agreement shall be back in full
     force and effect the day after the repairs are completed. Best efforts must
     be exercised by Operator  and/or Supplier  towards  resolutions of any such
     problems,  and the  efforts  to  repair  must be  accomplished  in a timely
     fashion.

<PAGE>

ARTICLE 12. INSURANCE

     During  the  term  of  this  Agreement,  Supplier  shall  maintain  general
liability insurance with a minimum coverage of $2,000,000 per instance. Property
damage   insurance   with  a  minimum   coverage  of  $1,000,000  and  Workman's
Compensation insurance as required by the laws of the State of Pennsylvania.

ARTICLE 13. NON-WANER

Failure of either party at any time to require  strict  performance by the other
of any provisions herein shall not constitute a waiver of any succeeding breach.


ARTICLE 14. ASSIGNMENT

This Agreement and all of the provisions herein, shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
assigns.  This  Agreement  may be  assigned  by either  party by way of  merger,
consolidation or sale of assets,  including  assignments to financing parties, a
parent,  subsidiary or  affiliated  company  without the other  parties  consent
provided  that (I) the assignor  shall  remain fully liable for all  warranties,
representations  and covenants herein unless  released,  in writing by the other
party,  and  (II)  the  assignee  shall  assume  in  writing,   all  warranties,
representations  and covenants under this Agreement.  This Agreement may also be
assigned as collateral by Operator to any financing parties and their successors
and assigns without consent of the Supplier.


ARTICLE 15. TIME OF ESSENCE

Time  is of  the  essence  in the  performance  of  the  Supplier's  obligations
hereunder .


ARTICLE 16. SEVERABILTY

This Agreement is intended to be performed with and only to the extent permitted
by, all applicable Federal,  State, County,  municipal and local laws, statutes,
ordinances,  directives,  orders,  regulations,  requirements,  restrictions and
rules.  If any  provision of this  Agreement or the  application  thereof by any
person,  entities  or  circumstance,  shall for any  reason and to any extent be
invalid or unenforceable  the remainder of this Agreement and the application of
its provisions to other persons, entities or circumstances shall not be affected
thereby, but rather shall be enforced to the greatest extent permitted by law.


ARTICLE 17. NOTICES

Unless otherwise specified,  any notices,  demands or other communications which
may be permitted or required  hereunder  shall be in writing and shall be deemed
to have been given earlier than the date personally delivered.


                               GREEN POWER ENERGY HOLDINGS LLC
                               3212 Wickford Road
                               Wilmington, NC  28409

<PAGE>

ARTICLE 18. AUDIT RIGHTS

Operator or Supplier shall have the right to audit Operators or Supplier's books
and records,  to the extent necessary or appropriate for Operator or Supplier to
verify Operator's or Supplier's compliance with the terms and conditions herein,
during normal business hours upon reasonable advance notice.


ARTICLE 19. NO THIRD PARTY BENEFIT

     Except as  specifically  otherwise set forth herein.  nothing  contained in
this  Agreement,  whether  express or implied,  shall be  construed  to give any
person or entity other than the parties  hereto,  any legal or equitable  right,
remedy,  or claim  under  or in  respect  to this  Agreement  or any  provisions
contained herein.


ARTICLE 20. NO PRESS RELEASES

No party herein shall issue a press releases, advertisement,  publicity material
or similar  written matter or participate in a media interview which mentions or
refers to another party without the prior written consent of that party.


ARTICLE 21. AMENDMENT

This Agreement may be amended or changed only by an agreement in writhing signed
by each of the party's duly authorized officer or agent.


ARTICLE 22. COUNTERPARTS

This  Agreement  may be executed in multiple  counterparts,  each of which shaft
constitute  on  original  of this  Agreement,  but all of which  shall  together
constitute one and the same instrument.

ARTICLE 23. ENTIRE AGREEMENT

This Agreement  constitutes the entire  agreement of the parties with respect to
the subject  matter herein and supersedes and replaces all other written or oral
agreements, discussions, and guidelines thereon between the parties.


ARTICLE 24. HEADINGS

Headings and titles used herein are for the convenience of the reader, and shall
not be  construed  to limit or  increase  the scope or affect the meaning of any
provisions herein.

<PAGE>

ARTICLE 25. GOVERNING LAW

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the State of Pennsylvania.


ARTICLE 26. CONDITIONS PRECEDENT

     26.1 Supplier Permits -Supplier shall have obtained all necessary  Federal,
     State and/or local permits to accept co-mingled  materials,  which include,
     but are not limited to,  construction wood.  painted wood, paper,  plastic.
     shingles and creosote.

     26.2 Operator  Permits  -Operator shall have all necessary  Federal,  State
     and/or local permits and  approvals in place to accept the processed  waste
     wood from Supplier.


ARTICLE 27. ARBITRATION

     27.1 All disputes and  controversies  of every kind and nature  between the
     parties  herein  arising out of or in connection  with this Agreement as to
     its  existence.   construction,   validity,   interpretation   or  meaning,
     performance.  non-performance,  enforcement, operation, breach, continuance
     or termination  therefore shall be submitted to arbitration pursuant to the
     procedure listed in 27.2.
     27.2  Either  party may  demand  arbitration  in  Writing  to the  American
     Arbitration  Association's  (A.A.A.)  local  office,  after  a  controversy
     arises. The parties agree that the A.A.A.'s Commercial Arbitration Rules in
     effect as of April 1 I 1982,  or as amended  thereafter  shall  apply.  The
     A.A.A. shall supply each party with an identical list of arbitrators.  Each
     party to the  dispute  shall have seven (7) days from the  mailing  date in
     which to strike  any names  objected  to,  number  the  remaining  names to
     indicate the order of  preference,  and return the list to the A.A.A.  If a
     party does not return the list within the time specified, all persons named
     therein shall be deemed  acceptable.  The A.A.A. shall then pursuant to its
     rules, appoint one arbitrator.  Once the A.A.A.  appoints an arbitrator,  a
     hearing date shall be set within sixty (60) days.

     27.2 Neither the parties or the arbitrator, may obtain a continuance unless
     all parties and the  arbitrator  agree.  If  discovery  is  necessary 1 al'
     parties shall complete discovery five (5) days before the hearing date. The
     arbitration  hearing  shall be  conducted  as soon as possible and an award
     and/or  decision shall be made within ten ( 10) days after the close of the
     submission  of  evidence.  An award  rendered by the  arbitrator  appointed
     pursuant to this Agreement shall be final and binding on all parties to the
     proceeding,  and  judgment on such award may be entered by either  party in
     any  court  having  jurisdiction.  Venue for the  purposes  of any cause of
     action shall be the Supreme  Court of the State of Delaware,  or the United
     States District Court, State of Delaware.
     27.4 The  initiating  party shall  advance the  administration  fees to the
     dispute:  however .the unsuccessful party shall bear all costs and expenses

<PAGE>

     of  the  arbitration  proceeding  to  the  A.A.A.,  costs  of  all  parties
     discovery, including depositions expenses. the arbitrator's fees and travel
     expenses, and reasonable attorney's fees of the successful party .

     27.5 The  parties  agree  that the  provisions  herein  shall be a complete
     defense to any suit, action or proceedings instituted in any Federal, State
     or local  court.  Nothing  herein  contained  shall be  deemed  to give the
     arbitrator any authority,  power or right to alter,  change,  amend, modify
     and add to or subtract from any provisions of this Agreement.


ARTICLE 28. VOLUME OF MATERIAL

The parties agree to average the daily flow or supplied  tonnage of tires over a
daily average.  As such, the parties will add all volumes of materials  received
at the  Green  Power  Facility  and  divide  said  total by 5.5  days per  week,
multiplied  by 4.2 weeks per month,  to arrive at a daily  average.  Green Power
shall allow Wiley and Associates to combine the volume of materials  received by
Green  Power from all  facilities  controlled  by Wiley and  Associates  for the
purpose of obtaining an average volume of materials.

                           ARTICLE 29. MINIMUM TONNAGE

The minimum tonnage of acceptable  materials shall not apply until 90 days after
a completion or construction of Wiley and Associates Disposal's Facilities. This
provision is to allow the supplier to "ramp-up" their processing and shipment.






IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be executed
by their duly  authorized  officers  and/or agents on the dates  indicated below
their respective executions.

/s/ Joan Wiley            Wiley & Associates                Date
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/s/ Steve Stanko          Green Power Energy Holdings LLC   Date
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