WOOD FUELS SUPPLY AGREEMENT



This  Agreement  is made  this  1st.  day of March , 2002,  by and  between  RBS
Enterprises,  Inc. a  Corporation  with its  principal  address at 898 Fern Hill
Road,  West Chester,  PA 19380  (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 Wood Fuels; 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 Wood Fuels 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. '"Wood fuels" means processed wood which has met the  specifications  As
     set forth in Article 3 within and is suitable  for fuel and  combustion  in
     state of the art gasifiers;

     B. "Treated Wood" means any wood which has been acted upon with some agent,
     including  but not limited  to, any toxic or  hazardous  chemicals  for the
     purpose of improving or altering its condition.

     C. "Aged  Waste" means any aged wood which is  undergoing  decay or loss of
     structural integrity.

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

     E.  "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 .

     F. "Collect" means to gather or take on wood

<PAGE>

     G.  "Store" or  "Stockpile"  means to  accumulate  and stock waste wood for
     preservation and use at a later time.

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

     I.  "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.

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

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

     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 wood fuels.


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 wood fuels as agreed upon in Article
     5 of this Agreement and Operator agrees to accept delivery of the processed
     wood fuels.


ARTICLE 3. SPECIFICATIONS

     Supplier  represents,  warrants  and agrees that the  processed  wood fuels
delivered  to  Operator's  facility  pursuant  to this  Agreement  will meet the
following  specifications of wood fuel mix: plywood,  non-lead painted wood, and
clean  construction and demolition wood.  Process creosote wood may be delivered
separately.

     3.1 Moisture  The  moisture  content of such wood fuel shall not be greater
     than fifty (50%) per cent by weight on a wet basis; and,

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

<PAGE>

     3.3 No  Watered  Waste  -None of the  collected  wood  fuels or other  fuel
     products  will have been  intentionally  or  unintentionally  watered  (for
     example. but not limited to, waste that is left in or contained in open top
     trailers allowed to remain uncovered during heavy rainfall).

     3.4 No Aged  Waste  Wood - None of the  collected  wood fuels or other wood
     fuel products of the  processed  wood fuels will have been taken from aging
     or deteriorated piles of wood; creosote wood may be aged.

     3.5 No pressure  treated wood with CCA or lead  painted.  Supplier must use
     X-Ray fluorescent scanner to prevent contamination.

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

     3.7 Heating  Value -the  processed  wood fuel shall have a heating value of
     5,000 BTU/LB, or greater.


ARTICLE 4. COLLECTION. STORAGE & DELIVERY

     4.1 Supplier shall collect wood and shall store and process same, and shall
     have wood fuels  delivered  to  Operator  at its  facility at a cost not to
     exceed $32 (Thirty Two U.S. Dollars).

ARTICLE 5. SUPPLIER'S CAPACITY

     5.1 Supplier warrants that it will collect,  process and deliver wood fuels
     to Operator at 350 tons per day.  The  warranty set forth in this Article 5
     shall not be construed as a limitation of Suppliers  obligation to collect,
     store and process wood fuels and to supply wood fuels to Operator  pursuant
     to  Article 2 and  Article 4 herein,  in an amount  sufficient  to  fulfill
     Operator's requirements for processed wood fuels.


ARTICLE 6. NON-PERFORMANCE BY SUPPLIER

     6.1  Failure  to  Perform - If  Supplier  does not  deliver  wood  fuels 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
     wood fuel 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.

<PAGE>

     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
wood fuel 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 wood fuel  hereunder,  if  Operator  reasonably
determines that such delivery  contains  processed wood fuel which fails to meet
the specifications as set forth in Article 3 herein and gives notice to Supplier
of such failure within three (3) 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 (3) 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
     wood fuels shall be thirty five (35) dollars per ton. All material  must be
     as per Article 3. Specifications.

     8.2 The tipping fee price to be paid by Supplier to Operator for  processed
     creosote  shall be thirty eight (38)  dollars per ton if sourced  sized and
     delivered to Operator's facility.

ARTICLE 9. PAYMENT DATE

     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.

<PAGE>

ARTICLE 11. EXCUSED DELIVERY & PURCHASE

     11.1 Supplier shall be excused from collecting, storing and processing wood
     fuel and from supplying  processed wood fuel to Operator and Operator shall
     be excused from accepting  delivery of wood fuel 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.

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

<PAGE>

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.


         RBS Enterprises, Inc.                       GREEN POWER GROUP, INC
         898 Fern Hill Road                          3212 Wickford Road
         West Chester, PA  19380                     Wilmington, NC  28409





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.

<PAGE>

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.


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.


<PAGE>

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
     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.

<PAGE>

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.

RBS Enterprises, Inc.    /s/ Steve Stanko      Title                        Date
                         ------------------                  ---------------
                         President

Green Power Energy Holdings LLC  /s/ Wayne Coverdale Title               Date
                                --------------------         ------------
                                 President