GUARANTY AGREEMENT


     GUARANTY  AGREEMENT  (this  "Agreement"),  dated as of October 25, 2006, by
GREENSHIFT  CORPORATION,  a Delaware corporation,  GS AGRIFUELS  CORPORATION,  a
Delaware  corporation,  GS ENERGY  CORPORATION,  a Delaware  corporation  and GS
CLEANTECH   CORPORATION,   a  Delaware   corporation  (each  a  "Guarantor"  and
collectively, the "Guarantors") in favor or THE STILLWATER ASSET-BACKED FUND LP,
a  Delaware  limited   partnership  (the  "Lender").   The  Lender  and  NextGen
Acquisition  Inc.,  a Delaware  corporation  (the  "Borrower")  are parties to a
Credit Agreement, dated as of the date hereof, (as modified and supplemented and
in effect from time to time, the "Credit Agreement"),  providing, subject to the
terms and conditions thereof,  for extensions of credit (by the making of a Term
Loan) to be made by the  Lender  to the  Borrower  in the  principal  amount  of
$6,000,000.

     To induce  the  Lender to enter  into the  Credit  Agreement  and to extend
credit thereunder,  and for other good and valuable  consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  the Guarantor have agreed,
subject to the terms and conditions of the Intercreditor  Agreement,  to jointly
and severally guarantee the Guaranteed  Obligations (as hereinafter  defined) on
the terms and conditions set forth in this Agreement.  Accordingly,  the parties
hereto hereby agree as follows:

     Section 1.  Definitions.  All capitalized terms used herein but not defined
herein  shall  have the  meanings  set forth in the  Credit  Agreement.  As used
herein, the following terms shall have the following meanings:

          "Costs"  shall have the  meaning  ascribed  thereto  in  Section  2.01
          hereof.

          "Guaranteed  Obligations"  shall  mean the  obligations  described  in
          Section 2.01 hereof.

     Section 2. The Guarantee.

2.01 The Guarantee. (a) Each Guarantor,  hereby absolutely,  unconditionally and
     irrevocably guarantees to the Lender, the full and prompt payment when due,
     whether  at  maturity  or  earlier,  by reason of  acceleration,  mandatory
     prepayment or otherwise,  and at all times thereafter,  the principal owing
     by the  Borrower  to the  Lender  on the  Loans,  and all  fees,  costs and
     expenses under the Credit Agreement or any other Financing Agreements.

     (b)  Each  Guarantor  further  agrees to pay,  upon  demand,  all costs and
          expenses ("Costs"), including, without limitation, all court costs and
          reasonable  attorneys'  fees and  expenses,  paid or  incurred  by the
          Lender  (a)  in  endeavoring  to  collect  all  or  any  part  of  the
          Obligations from, or in prosecuting any action against, such Guarantor
          or  (b)  in   endeavoring   to  realize  upon  (whether  by  judicial,
          nonjudicial or other proceedings) any collateral  securing any of such
          Guarantor's liabilities under this Guaranty ("Guarantor Collateral").

2.02 Obligations Unconditional.  The obligations of each Guarantor under Section
     2.01 hereof are  absolute  and  unconditional,  irrespective  of the value,
     genuineness,   validity,   regularity  or   enforceability  of  the  Credit
     Agreement,  the  Note or any  other  agreement  or  instrument  (including,
     without limitation,  any other Financing  Agreements) referred to herein or
     therein,  or any  substitution,  release or exchange of any other Financing
     Agreements of or security for any of the Guaranteed  Obligations or for the
     obligations  of  such  Guarantor  hereunder,  and,  to the  fullest  extent
     permitted  by  applicable  law,  irrespective  of  any  other  circumstance
     whatsoever which might otherwise  constitute a legal or equitable discharge
     or defense of a surety or  guarantor,  it being the intent of this  Section
     2.02 that the obligations of such Guarantor hereunder shall be absolute and
     unconditional,  under  any  and all  circumstances.  Without  limiting  the
     generality of the foregoing, it is agreed that the occurrence of any one or
     more of the  following  shall  not alter or impair  the  liability  of each
     Guarantor  hereunder  which shall  remain  absolute  and  unconditional  as
     described above:

     (i)  at any time or from time to time,  without  notice to such  Guarantor,
          the  time  for  any  performance  of or  compliance  with  any  of the
          Guaranteed  Obligations  shall be  extended,  or such  performance  or
          compliance shall be waived;

     (ii) any of the  acts  mentioned  in any of the  provisions  of the  Credit
          Agreement or the Note or any other agreement or instrument referred to
          herein or therein (including,  without limitation, any other Financing
          Agreements) shall be done or omitted;

     (iii) the  maturity  of  any  of  the  Guaranteed   Obligations   shall  be
          accelerated,  or any of the Guaranteed  Obligations shall be modified,
          supplemented or amended in any respect,  or any right under the Credit
          Agreement or the Note or any other agreement or instrument referred to
          herein or therein (including,  without limitation, any other Financing
          Agreements)  shall be  waived  or any  other  guarantee  of any of the
          Guaranteed  Obligations or any security  therefor shall be released or
          exchanged in whole or in part or otherwise dealt with; or

     (iv) any lien  granted to, or in favor of the Lender as security for any of
          the Guaranteed Obligations shall be released,  exchanged,  enforced or
          shall fail to be perfected.

Except as expressly provided in this Agreement,  each Guarantor hereby expressly
waives  diligence,  presentment,  demand of  payment,  protest  and all  notices
whatsoever,  and any  requirement  that the Lender  exhaust any right,  power or
remedy to proceed against the Borrower under the Credit Agreement or the Note or
any other  agreement  or  instrument  referred to herein or therein  (including,
without limitation, any other Financing Agreements), or against any other person
under any other guarantee of, or security for, any of the Guaranteed Obligations
or any of the obligations of such Guarantor hereunder.

2.03 Reinstatement. The obligations of each Guarantor under this Section 2 shall
     be  automatically  reinstated  if and to the extent that for any reason any
     payment  by or on behalf  of the  Borrower  in  respect  of the  Guaranteed
     Obligations is rescinded or must be otherwise restored by any holder of any
     of the Guaranteed  Obligations,  whether as a result of any  proceedings in
     bankruptcy or reorganization  or otherwise,  and such Guarantor agrees that
     it will  indemnify  the  Lender  on  demand  for all  reasonable  costs and
     expenses  (including,  without  limitation,  reasonable  fees  of  counsel)
     incurred  by  the  Lender  in  connection   with  any  such  rescission  or
     restoration,  including  any such costs and expenses  incurred in defending
     against any claim  alleging  that such payment  constituted  a  preference,
     fraudulent transfer or similar payment under any bankruptcy,  insolvency or
     similar  law.  The  provisions  of this  Section  2.03  shall  survive  the
     termination of this Agreement.

2.04 Subrogation.  Each  Guarantor  hereby waives all rights of  subrogation  or
     contribution,  whether  arising by contract or operation of law (including,
     without  limitation,  any such right arising  under the Federal  Bankruptcy
     Code) or otherwise by reason of any payment by such  Guarantor  pursuant to
     the  provisions of this Section 2 and further  agrees with the Borrower for
     the benefit of such  Guarantor's  creditors  that any such  payment by such
     Guarantor  shall  constitute a contribution of capital by such Guarantor to
     the Borrower.

2.05 Remedies.  Each  Guarantor  agrees that, as between such  Guarantor and the
     Lender,  the obligations of the Borrower under the Credit Agreement and the
     Note may be  declared  to be  forthwith  due and payable as provided in the
     Credit Agreement (and shall be deemed to have become  automatically due and
     payable in the circumstances provided therein) for purposes of Section 2.01
     hereof notwithstanding any stay, injunction or other prohibition preventing
     such declaration (or such obligations from becoming  automatically  due and
     payable) as against the Borrower and that, in the event of such declaration
     (or such  obligations  being  deemed to have become  automatically  due and
     payable), such obligations (whether or not due and payable by the Borrower)
     shall  forthwith  become due and payable by such  Guarantor for purposes of
     said Section 2.01.

2.06 Continuing  Guarantee.  The  guarantee  in this  Section 2 is a  continuing
     guarantee, and shall apply to all Guaranteed Obligations whenever arising.

2.07 Interest on Defaulted Guaranteed Obligations. If any Guarantor fails to pay
     any amount when due pursuant to Section 2.01 hereof,  such Guarantor agrees
     to pay  interest  on the amount of such  payment  not so paid from said due
     date until such payment  shall be paid in full at a rate per annum equal to
     the rate set forth in  Section  2.3 of the  Credit  Agreement,  payable  on
     demand of the Lender.

2.08 Application  of  Payments.  Cash at the time  held by the  Lender  shall be
     applied by the Lender:

          First, to the payment of the  out-of-pocket  costs and expenses of the
          Lender and the  reasonable  fees and expenses of its counsel,  and all
          expenses  incurred and advances made by the Lender in connection  with
          the  administration  of this  Agreement,  the Credit  Agreement or any
          other Financing Agreements;

          Next, in payment of the remaining Guaranteed Obligations; and

          Finally,  after all amounts  required  to be paid  pursuant to Section
          2.01 hereof have been paid in full,  to the payment to the  Guarantors
          or  their   successors  or  assigns,   or  as  a  court  of  competent
          jurisdiction may direct, of any surplus then remaining.

2.09 Further Assurances.  Each Guarantor agrees that, from time to time upon the
     written  request  of the  Lender,  to  execute  and  deliver  such  further
     documents  and do such other  acts and things as the Lender may  reasonably
     request in order fully to affect the purposes of this Agreement.

     Section 3.  Representations and Warranties.  Each Guarantor  represents and
warrants to the Lender that:

3.01 Financial  Condition.   Its  financial  statement  as  at  June  31,  2006,
     heretofore furnished to the Lender, fairly presents the financial condition
     of such  Guarantor  as at the date of such  statement.  On said date,  such
     Guarantor had no material  contingent  liabilities,  liabilities for taxes,
     unusual  forward or long-term  commitments  or  unrealized  or  anticipated
     losses from any unfavorable commitments, except as referred to or reflected
     or provided for in said statement.

3.02 Indebtedness.  Except as otherwise  reflected on the financial statement of
     such Guarantor  referred to in Section 3.01 hereof, set forth on Schedule I
     hereto is a complete and correct list of all Indebtedness of such Guarantor
     outstanding exceeding $500 for any one item or $2,000 in the aggregate, and
     all  guarantees  and  security  presently  in effect  relating  to any such
     Indebtedness, of such Guarantor.

3.03 No Breach.  None of the  execution  and  delivery  of this  Agreement,  the
     consummation of the transactions herein contemplated or compliance with the
     terms and provisions hereof will conflict with or result in a breach of, or
     require any consent under, any applicable law or regulation,  or any order,
     writ,  injunction  or  decree  of any court or  governmental  authority  or
     agency, or any agreement or instrument to which the Guarantor is a party or
     by which the  Guarantor is bound or to which the  Guarantor is subject,  or
     constitute a default under any such agreement or  instrument,  or result in
     the creation or  imposition  of any lien upon the  Guarantor's  earnings or
     assets pursuant to the terms of any such agreement or instrument.

3.04 Binding  Obligation.  This Agreement has been duly and validly executed and
     delivered by the Guarantor  and  constitutes  its legal,  valid and binding
     obligation, enforceable in accordance with its terms.

3.05 Approvals.  No authorizations,  approvals or consents of, and no filings or
     registrations with, any governmental or regulatory  authority or agency are
     necessary for the  execution,  delivery or  performance by the Guarantor of
     this Agreement or for the validity or enforceability hereof.

3.06 Taxes. The Guarantor has filed all federal income tax returns and all other
     material tax returns  which are required to be filed by such  Guarantor and
     has paid all taxes due and  payable by such  Guarantor  except for any such
     taxes the payment of which is being  contested  in good faith and by proper
     proceedings and against which adequate reserves are being maintained.

     Section 4.  Covenants.  The  Guarantor  agrees that,  until the payment and
satisfaction  in full of the Guaranteed  Obligations  and the termination of the
Commitment under the Credit Agreement:

4.01 Reports,  Etc. The  Guarantor  shall deliver to the Lender no later than 90
     days after the end of each calendar year, a personal financial statement as
     of December 31 of the immediately  preceding calendar year, prepared on the
     same basis and in at least such detail as the financial  statement referred
     to in Section 3.01  hereof,  on such form as the Lender may  prescribe  and
     certified by the Guarantor as fairly presenting the financial  condition of
     such Guarantor as at the date of such statement.

4.02 Taxes. The Guarantor will pay and discharge when due all taxes, assessments
     and governmental charges or levies imposed on it, its earnings, or assets.

4.03 Litigation and Other  Notices.  The Guarantor will promptly give the Lender
     notice of (i) all legal or arbitral proceedings,  and of all proceedings by
     or before any  governmental  or regulatory  authority or agency,  affecting
     such Guarantor,  and (ii) any material  adverse change in such  Guarantor's
     assets or liabilities (contingent or otherwise).

     Section 5. Miscellaneous.

5.01 No Waiver.  No failure on the part of the Lender to exercise,  and no delay
     in  exercising,  any right,  power or remedy  hereunder  shall operate as a
     waiver thereof, nor shall any single or partial exercise of any such right,
     power or remedy  by the  Lender  preclude  any  other or  further  exercise
     thereof or the exercise of any other right,  power or remedy.  All remedies
     hereunder  are  cumulative  and are not  exclusive  of any  other  remedies
     provided by law.  The Lender  shall not be deemed to have waived any rights
     hereunder  or under any other  agreement or  instrument  unless such waiver
     shall be in writing and signed by such parties.

5.02 Applicable  Law. This Agreement  shall be construed in accordance  with and
     governed by the laws of the State of New York (other than the  conflicts of
     laws principles thereof).

5.03 Submission to Jurisdiction.

     (a)  Any legal action or proceeding  with respect to this  Agreement may be
          brought  in the courts of the State of New York  (located  in New York
          County) or of the United  States of America for the Southern  District
          of New York,  and, by execution and delivery of this  Agreement,  each
          Guarantor  hereby  accepts for himself and in respect of its property,
          generally  and  unconditionally,  the  jurisdiction  of the  aforesaid
          courts.

     (b)  Each Guarantor hereby irrevocably  waives, in connection with any such
          action or proceeding,  any objection,  including,  without limitation,
          any  objection to the laying of venue or based on the grounds of forum
          non conveniens,  which he may now or hereafter have to the bringing of
          any such action or proceeding in such respective jurisdictions.

     (c)  Each Guarantor hereby  irrevocably  consents to the service of process
          of any of the  aforementioned  courts in any such action or proceeding
          by the mailing of copies  thereof by  registered  or  certified  mail,
          postage  prepaid,  to it, as the case may be, at the address set forth
          in Section 5.05 hereof.

     (d)  Nothing  herein shall affect the right of the Lender to serve  process
          in any other manner permitted by law or to commence legal  proceedings
          or otherwise  proceed against any Guarantor in any other  jurisdiction
          which the Lender deems necessary or appropriate in order to realize on
          the Guarantor  Collateral or to otherwise  enforce its rights  against
          any Guarantor or its property.

5.04 Entire  Agreement;  Waiver of Jury Trial,  etc.

     (a)  This  Agreement  and the other  Financing  Agreements  constitute  the
          entire  contract  between the parties  hereto  relative to the subject
          matter  hereof.  Except as expressly  provided  herein or in the other
          Financing  Agreements,  nothing  in  this  Agreement  or in the  other
          Financing Agreements, expressed or implied, is intended to confer upon
          any party,  other  than the  parties  hereto,  any  rights,  remedies,
          obligations or liabilities under or by reason of this Agreement or the
          other Financing Agreements.

     (b)  EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO HEREBY WAIVES ANY RIGHT
          IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  DIRECTLY
          OR  INDIRECTLY  ARISING  OUT OF,  UNDER  OR IN  CONNECTION  WITH  THIS
          AGREEMENT AND THE OTHER FINANCING AGREEMENTS.

     (c)  Except as prohibited by law, each party hereto hereby waives any right
          it may have to claim  or  recover  in any  litigation  referred  to in
          paragraph (b) of this Section 5.04 any special, exemplary, punitive or
          consequential  damages or any damages  other than,  or in addition to,
          actual damages.

     (d)  Each  party  hereto (i)  certifies  that no  representative,  agent or
          attorney of the Lender has represented,  expressly or otherwise,  that
          the Lender would not, in the event of litigation,  seek to enforce the
          foregoing  waivers and (ii)  acknowledges  that it has been induced to
          enter  into this  Agreement  or the  other  Financing  Agreements,  as
          applicable,   by,  among  other   things,   the  mutual   waivers  and
          certifications herein.

5.05 Notices. Notices, consents, approvals and other communications provided for
     herein shall be in writing and shall be delivered or mailed (or in the case
     of facsimile  communication,  delivered by graphic scanning,  telecopier or
     other telecommunications equipment, with receipt confirmed) addressed,

     (a)  if to the  Lender,  The  Stillwater  Asset-Backed  Fund LP, 41 Madison
          Avenue New York, New York 10010;  Attention:  Mr.  Richard Rudy,  with
          copies to (i) The Oxbridge Group LLC, 420 Lexington Avenue,  New York,
          New York 10120, Attention:  Mr. Frederick Gorsetman;  and (ii) Warshaw
          Burstein Cohen Schlesinger & Kuh, LLP, 555 Fifth Avenue, New York, New
          York 10017, Attention: Marshall Lester, Esq.; and

     (b)  if to any Guarantor, c/o GreenShift Corporation, One Penn Plaza, Suite
          1612, New York, New York 10119, Attention: Kevin Kreisler. .

          All  notices  and other  communications  given to any party  hereto in
          accordance  with the provisions of this  Agreement  shall be deemed to
          have been given on the date of receipt if hand delivered or three days
          after being sent by registered  or certified  mail,  postage  prepaid,
          return  receipt  requested,  if by  mail,  or upon  receipt  if by any
          facsimile  or  other   telecommunications   equipment,  in  each  case
          addressed  to  such  party  as  provided  in this  Section  5.05 or in
          accordance with the latest unrevoked direction from such party.

5.06 Successors and Assigns.  This Agreement  shall be binding upon and inure to
     the benefit of the respective  successors and assigns of the Guarantors and
     the Lender.

5.07 Waivers,  Amendments,  etc.  The  provisions  contained  herein are for the
     benefit of the Lender and their  respective  successors and assigns and may
     not be rescinded or canceled or modified in any way, nor, unless  otherwise
     expressly  provided  for herein,  may any  provision  of this  Agreement be
     waived or changed  without the express prior written consent thereto of the
     Lender.

5.08 Further  Assurances.  Each  Guarantor  agrees to do such  further  acts and
     things,   and  to  execute  and  deliver   such   additional   conveyances,
     assignments,  agreements  and  instruments,  as the  Lender may at any time
     reasonably request in connection with the administration and enforcement of
     this Agreement or in order better to assure and confirm unto the Lender its
     rights and remedies hereunder.

5.09 Survival. All covenants, agreements, representations and warranties made by
     each Guarantor herein and in the certificates or other instruments prepared
     or delivered in connection  with this Agreement shall be considered to have
     been relied  upon by the Lender and shall  survive the making by the Lender
     of the Loan and the execution and delivery to the Lender of the Note.

5.10 Counterparts;  Facsimile  Signatures.  This  Agreement  may be  executed in
     counterparts,  each of which shall  constitute an original but all of which
     when taken  together shall  constitute  but one contract,  and shall become
     effective  when  copies  hereof  which,  when  taken  together,   bear  the
     signatures of each of the parties  hereto shall be delivered to the Lender.
     Delivery of an executed  counterpart  of a signature page to this Agreement
     by  telecopier  shall be  effective  as  delivery  of a  manually  executed
     signature page hereto.

5.11 Severability.  In case any one or more of the provisions  contained in this
     Agreement should be invalid,  illegal or unenforceable in any respect,  the
     remaining  provisions  contained herein shall not in any way be affected or
     impaired.

5.12 Section  Headings.  Section  headings  used herein are for  convenience  of
     reference  only and are not to affect the  construction  of, or to be taken
     into consideration in interpreting, this Agreement.

     IN WITNESS  WHEREOF,  this Guaranty has been duly executed and delivered by
each Guarantor as of the day and year first above written.

                                GREENSHIFT CORPORATION

                                By:/s/ Kevin Kreisler
                                   --------------------------
                                Name:  Kevin Kreisler
                                Title: Chairman and Chief Executive Officer


                                GS AGRIFUELS CORPORATION

                                By:/s/ Kevin Kreisler
                                   --------------------------
                                Name:  Kevin Kreisler
                                Title: Chairman and Chief Executive Officer


                                GS ENERGY CORPORATION

                                By:/s/ Kevin Kreisler
                                   ---------------------------
                                Name:  Kevin Kreisler
                                Title: Chairman and Chief Executive Officer


                                GS CLEANTECH CORPORATION

                                By:/s/ Kevin Kreisler
                                   ---------------------------
                                Name:  Kevin Kreisler
                                Title: Chairman and Chief Executive Officer