CERTIFICATE OF DESIGNATION,
                            PREFERENCES AND RIGHTS OF
                           SERIES C PREFERRED STOCK OF
                            GS AGRIFUELS CORPORATION

Pursuant to the  provisions and subject to the  requirements  of the laws of the
State of StateDelaware (particularly Chapter 1, Title 8 of the Delaware Code and
the acts amendatory thereof and supplemental thereto, and known, identified, and
referred   to   as   the   "General    Corporation   Law   of   the   State   of
placeStateDelaware"), the undersigned officer does hereby certify:

FIRST:  That by the  certificate  of  incorporation  duly  filed in the State of
placeStateDelaware,   as  amended,  this  corporation  is  authorized  to  issue
10,000,000  shares of preferred  stock,  $.001 par value.  The  authority of the
Board of  Directors  with  respect  to the  preferred  stock is  stated to be as
follows:

               `4.......... Shares of Preferred Stock may be issued from time to
          time  in  one  or  more   series.   The   preferences   and   relative
          participating,  optional and other  special  rights of each series and
          the qualifications,  limitations or restrictions  thereof, if any, may
          differ from those of any and all other series already outstanding; the
          terms of each series  shall be as specified in this Part II and in the
          resolution or  resolutions  hereinafter  referred to; and the Board of
          Directors of the Corporation is hereby expressly  granted authority to
          fix, by resolution or resolutions adopted prior to the issuance of any
          shares of a particular  series of Preferred Stock,  the  designations,
          preferences  and relative  participating,  optional and other  special
          rights, or the qualifications, limitations or restrictions thereof, of
          such series,  including,  but without  limiting the  generality of the
          foregoing, the following:

          (i)  The rate and times at which,  and the  terms  and  conditions  on
               which,  dividends on the Preferred  Stock of such series shall be
               paid;

          (ii) The right,  if any, of holders of Preferred  Stock of such series
               to convert the same into, or exchange the same for, other classes
               of stock of the  Corporation and the terms and conditions of such
               conversion or exchange;

          (iii) The  redemption  price or prices and the time at which,  and the
               terms and conditions on which, Preferred Stock of such series may
               be redeemed;

          (iv) The rights of the holders of Preferred  Stock of such series upon
               the voluntary or involuntary liquidation, distribution or sale of
               assets, dissolution or winding up of the Corporation;

          (v)  The voting power,  if any, of the Preferred Stock of such series;
               and

          (vi) The terms of the sinking fund or redemption or purchase  account,
               if any, to be provided for the Preferred Stock of such series.

SECOND:  That  pursuant to the  authority so vested in the Board of Directors of
the  Corporation  by  the  provisions  of  the   Corporation's   Certificate  of
Incorporation,  the Board of  Directors,  at a meeting duly convened and held on
June 7, 2006, adopted the following resolutions:

     RESOLVED:  That pursuant to the authority  vested in the Board of Directors
     of the Corporation by the Corporation's  Certificate of  Incorporation,  as
     amended,  a series of Preferred  Stock of the Corporation be, and it hereby
     is, created out of the authorized but unissued  shares of the capital stock
     of the Corporation,  such series to be designated Series C Preferred Stock,
     to consist of One Million  (1,000,000)  shares, par value $0.001 per share,
     which  shall  have  the  following   designations,   preferences,   rights,
     qualifications, limitations and restrictions:

          1.   Voting.  The holders of shares of Series C Convertible  Preferred
               Stock  shall  have the  following  voting  rights:  Each share of
               Series C  Convertible  Preferred  Stock shall  entitle the holder
               thereof,  on all matters  submitted to a vote of the stockholders
               of the Corporation,  to that number of votes as shall be equal to
               the  aggregate  number of shares of Common  Stock into which such
               holder's  shares  of  Series C  Convertible  Preferred  Stock are
               convertible on the record date for the stockholder action.

          2.   Dividends. In the event that the Corporation's Board of Directors
               declares a dividend payable to holders of any class of stock, the
               holder  of each  share  of  Series  C  Preferred  Stock  shall be
               entitled  to receive a dividend  equal in amount and kind to that
               payable   to  the   holder  of  the   number  of  shares  of  the
               Corporation's  Common  Stock into which  that  holder's  Series C
               Preferred  Stock  could be  converted  on the record date for the
               dividend.

          3.   Liquidation. Upon the liquidation,  dissolution and winding up of
               the  Corporation,  the  holders of the Series C  Preferred  Stock
               shall be  entitled  to  receive  in cash out of the assets of the
               Corporation,  whether from capital or from earnings available for
               distribution to its stockholders, before any amount shall be paid
               to the holders of common stock,  the sum of one tenth of One Cent
               ($0.001) per share, after which the holders of Series C Preferred
               Stock  shall  share in the  distribution  with the holders of the
               Common  Stock on a pari passu basis,  except that in  determining
               the   appropriate   distribution  of  available  cash  among  the
               shareholders,  each share of Series C  Preferred  Stock  shall be
               deemed to have been  converted  into the  number of shares of the
               Corporation's  Common  Stock into which  that  holder's  Series C
               Preferred  Stock  could be  converted  on the record date for the
               distribution.

          4.   Conversion.  Subject to and in compliance  with the provisions of
               this  Section 4, any shares of Series C  Preferred  Stock may, at
               any time,  at the option of the holder,  be converted  into fully
               paid and  nonassessable  shares of Common Stock (a "Conversion").
               The number of shares of Common  Stock to which a holder of Series
               C Preferred Stock shall be entitled upon a Conversion shall equal
               sum of (a) the greater of (i)  fifteen  million  (15,000,000)  or
               (ii) the  product  obtained  by (A)  multiplying  the  number  of
               Fully-Diluted Common Shares by four (4), then (B) multiplying the
               result by a fraction,  the  numerator of which will be the number
               of shares of Series C  Preferred  Stock being  converted  and the
               denominator of which will be the number of issued and outstanding
               shares of Series C Preferred Stock, less (b) the number of Common
               Shares  beneficially  owned by the  holder  prior to  conversion,
               including Common Shares issuable on conversion of any convertible
               securities   beneficially   owned   by  the   holder.   The  term
               "Fully-Diluted  Common  Shares" means the sum of the  outstanding
               Common  Stock  plus all  shares of  Common  Stock  that  would be
               outstanding if all securities that could be converted into Common
               Stock  without  additional  consideration  were  converted on the
               Conversion  Date,  but shall not include Common Stock issuable on
               conversion of the Series C Preferred Stock.

               4.1  Conversion  Notice.  The  Holder  of a  share  of  Series  C
                    Preferred Stock may exercise its conversion  right by giving
                    a written conversion notice (the "Conversion Notice") (x) by
                    facsimile to the  Corporation  confirmed by a telephone call
                    or (y)  by  overnight  delivery  service,  with  a  copy  by
                    facsimile to the Corporation's transfer agent for its Common
                    Stock,  as designated by the  Corporation  from time to time
                    (the "Transfer Agent") and to its counsel,  as designated by
                    the  Corporation  from time to time. If such conversion will
                    result in the  conversion of all of such  Holder's  Series C
                    Preferred   Stock,  the  Holder  shall  also  surrender  the
                    certificate   for  the  Series  C  Preferred  Stock  to  the
                    Corporation at its principal office (or such other office or
                    agency of the Corporation may designate by notice in writing
                    to the Holder) at any time during its usual  business  hours
                    on the date set forth in the Conversion Notice.

               4.2  Issuance of Certificates; Time Conversion Effected.

                    4.2.1 Promptly,  but in no event more than three (3) Trading
                         Days,  after  the  receipt  of  the  Conversion  Notice
                         referred  to in  Subsection  4.1 and  surrender  of the
                         Series C Preferred Stock certificate (if required), the
                         Corporation shall issue and deliver, or the Corporation
                         shall cause to be issued and delivered,  to the Holder,
                         registered  in such  name or  names as the  Holder  may
                         direct, a certificate or certificates for the number of
                         whole  shares of Common  Stock  into which the Series C
                         Preferred Stock has been converted. In the alternative,
                         if the Corporation's Transfer Agent is a participant in
                         the  electronic  book  transfer  program,  the Transfer
                         Agent shall credit such  aggregate  number of shares of
                         Common  Stock to which the Holder  shall be entitled to
                         the Holder's or its designee's balance account with The
                         Depository Trust Corporation.  Such conversion shall be
                         deemed to have been effected, and the "Conversion Date"
                         shall be deemed to have occurred,  on the date on which
                         such Conversion  Notice shall have been received by the
                         Corporation  and at the time  specified  stated in such
                         Conversion  Notice,  which must be during the  calendar
                         day of such  notice.  The  rights of the  Holder of the
                         Series C Preferred Stock shall cease, and the person or
                         persons  in whose  name or  names  any  certificate  or
                         certificates  for  shares  of  Common  Stock  shall  be
                         issuable upon such  conversion  shall be deemed to have
                         become  the  holder or  holders of record of the shares
                         represented  thereby,  on the Conversion Date. Issuance
                         of shares of Common Stock issuable upon conversion that
                         are  requested  to be  registered  in a name other than
                         that of the  registered  Holder  shall  be  subject  to
                         compliance  with  all  applicable   federal  and  state
                         securities laws.

                    4.2.2 The  Corporation  understands  that  a  delay  in  the
                         issuance of the shares of Common Stock beyond three (3)
                         Trading Days after the Conversion  Date could result in
                         economic  loss to the Holder of the Series C  Preferred
                         Stock. As compensation to the Holder for such loss, the
                         Corporation  agrees to pay the Holder's  actual  losses
                         occasioned by any "buy-in" of Common Stock necessitated
                         by such late delivery.  Furthermore, in addition to any
                         other remedies that may be available to the Holder,  if
                         the Corporation fails for any reason to effect delivery
                         of such shares of Common  Stock within five (5) Trading
                         Days after the  Conversion  Date,  the  Holder  will be
                         entitled to revoke the  relevant  Conversion  Notice by
                         delivering a notice to such effect to the  Corporation.
                         Upon  delivery  of  such  notice  of  revocation,   the
                         Corporation  and the Holder  shall each be  restored to
                         their  respective   positions   immediately   prior  to
                         delivery  of such  Conversion  Notice,  except that the
                         Holder  shall  retain the right to  receive  the actual
                         cost of any "buy-in."

               4.3  Fractional  Shares.  The Corporation shall not, nor shall it
                    cause the  Transfer  Agent to, issue any fraction of a share
                    of Common  Stock upon any  conversion.  All shares of Common
                    Stock (including fractions thereof) issuable upon conversion
                    of shares of Series C Preferred Stock by the Holder shall be
                    aggregated   for   purposes  of   determining   whether  the
                    conversion  would  result in the issuance of a fraction of a
                    share of Common  Stock.  If,  after  such  aggregation,  the
                    issuance  would  result in the  issuance  of a fraction of a
                    share of Common Stock, the Corporation shall round, or cause
                    the  Transfer  Agent to round,  such  fraction of a share of
                    Common Stock up to the nearest whole share.

               4.4  Reorganization,  Reclassification,  Consolidation, Merger or
                    placeCitySale.    Any   recapitalization,    reorganization,
                    reclassification,  consolidation,  merger,  sale  of  all or
                    substantially  all  of the  Corporation's  assets  or  other
                    transaction  which is effected in such a way that holders of
                    Common  Stock are  entitled to receive  (either  directly or
                    upon  subsequent  liquidation)  stock,  securities or assets
                    with  respect to or in exchange for Common Stock is referred
                    to herein as an "Organic  Change." Prior to the consummation
                    of any Organic Change, the Corporation will make appropriate
                    provision (in form and substance reasonably  satisfactory to
                    the Holder) to insure that the Holder will  thereafter  have
                    the right to acquire  and  receive in lieu of or in addition
                    to (as the case may be) the shares of Common Stock otherwise
                    acquirable and receivable upon the conversion of this Series
                    C  Preferred  Stock,  such  shares of stock,  securities  or
                    assets as would have been issued or payable in such  Organic
                    Change  with  respect  to or in  exchange  for the number of
                    shares of Common Stock that would have been  acquirable  and
                    receivable had this Series C Preferred  Stock been converted
                    into  shares  of  Common  Stock  immediately  prior  to such
                    Organic Change  (without taking into account any limitations
                    or restrictions on the timing of  conversions).  In any such
                    case, the Corporation  will make  appropriate  provision (in
                    form and substance  reasonably  satisfactory  to the Holder)
                    with respect to the Holder's  rights and interests to insure
                    that the  provisions of this Section 4.4 will  thereafter be
                    applicable to the Series C Preferred  Stock. The Corporation
                    will not  effect  any such  consolidation,  merger  or sale,
                    unless  prior to the  consummation  thereof,  the  successor
                    entity  (if  other  than  the  Corporation)  resulting  from
                    consolidation or merger or the entity purchasing such assets
                    assumes,  by  written  instrument  (in  form  and  substance
                    reasonably  satisfactory  to  the  holders  of a  more  than
                    sixty-six  and  two-thirds  percent  (66-2/3%)  of  Series C
                    Preferred Stock then outstanding), the obligation to deliver
                    to each  holder of Series C  Preferred  Stock such shares of
                    stock,  securities  or  assets  as, in  accordance  with the
                    foregoing  provisions,   such  holder  may  be  entitled  to
                    acquire.

          5.   Vote to Change the Terms of or Issue  Series C  Preferred  Stock.
               The  affirmative  vote at a meeting duly called for such purpose,
               or the written consent  without a meeting,  of the holders of not
               less than sixty-six and two-thirds  percent (66 2/3%) of the then
               outstanding  shares of Series C Preferred Stock shall be required
               for  (i)  any  change  to  the   Corporation's   Certificate   of
               Incorporation  that would amend,  alter,  change or repeal any of
               the  preferences,  limitations or relative rights of the Series C
               Preferred  Stock,  or (ii) any issuance of  additional  shares of
               Series C Preferred Stock.

          6.   Notices. In case at any time:

                    (a)  the  Corporation  shall  declare any dividend  upon its
                         Common Stock payable in cash or stock or make any other
                         pro rata  distribution  to the  holders  of its  Common
                         Stock; or

                    (b)  the Corporation  shall offer for  subscription pro rata
                         to the  holders  of its  Common  Stock  any  additional
                         shares of stock of any class or other rights; or

                    (c)  there shall be any Organic Change;  then, in any one or
                         more of such cases,  the  Corporation  shall  give,  by
                         first class mail,  postage prepaid,  or by facsimile or
                         by recognized  overnight  delivery  service to non-U.S.
                         residents,  addressed to the Registered  Holders of the
                         Series C  Preferred  Stock at the  address of each such
                         Holder as shown on the books of the Corporation, (i) at
                         least twenty (20) Trading Days' prior written notice of
                         the date on which  the books of the  Corporation  shall
                         close or a record  shall  be taken  for such  dividend,
                         distribution or subscription  rights or for determining
                         rights to vote in  respect of any such  Organic  Change
                         and  (ii) in the case of any such  Organic  Change,  at
                         least twenty (20) Trading Days' prior written notice of
                         the date when the same shall take place. Such notice in
                         accordance  with the  foregoing  clause  (i) shall also
                         specify, in the case of any such dividend, distribution
                         or subscription  rights,  the date on which the holders
                         of Common  Stock  shall be entitled  thereto,  and such
                         notice  in  accordance  with  clause  (ii)  shall  also
                         specify the date on which the  holders of Common  Stock
                         shall be entitled to exchange  their  Common  Stock for
                         securities  or other  property  deliverable  upon  such
                         Organic Change.

          7.   Record Owner.  The  Corporation may deem the person in whose name
               shares of Series C Preferred  Stock shall be registered  upon the
               registry  books of the  Corporation  to be, and may treat him as,
               the  absolute  owner of the  Series  C  Preferred  Stock  for the
               purposes of conversion or redemption and for all other  purposes,
               and the  Corporation  shall not be  affected by any notice to the
               contrary.  All such payments and such  conversion  shall be valid
               and effective to satisfy and discharge  the  liabilities  arising
               under this  Certificate of  Designations to the extent of the sum
               or sums so paid or the conversion so made.

THIRD: That the said resolution of the Board of Directors,  and the creation and
authorization  of  issuance  thereby  of said  series  of  preferred  stock  and
determination  thereby  of  the  voting  rights,   dividend  rate,   liquidation
preference  and  conversion  right,  were duly  made by the  Board of  Directors
pursuant  to  authority  as  aforesaid  and  in  accordance   with  the  General
Corporation Law of the State of Delaware.


Signed on August 18, 2006

         GS AGRIFUELS CORPORATION


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