EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT made this 6th day of July, 2007, to be effective as of
JANUARY 1, 2007 (the  "Effective  Date"),  by and between THOMAS W.  SCOZZAFAVA,
individually,  whose address is 2001 Sailfish Point Blvd., #112 Stuart, FL 34996
("Executive"),  GREENSHIFT CORPORATION,  a corporation of the State of Delaware,
whose  address  is One  Penn  Plaza,  Suite  1612,  New  York,  New  York  10119
("GreenShift"),  and GS AGRIFUELS  CORPORATION,  a  corporation  of the State of
Delaware,  whose address is One Penn Plaza, Suite 1612, New York, New York 10119
("GSGF").  GreenShift,  GSGF and Executive shall  hereinafter  collectively,  at
times, be referred to as the "Parties" or  individually,  at times, as a "Party"
and this Employment Agreement shall hereinafter, at times, be referred to as the
"Agreement."

WHEREAS:

     A.   GreenShift  is a publicly  traded  company that  develops and supports
          companies  and  technologies  that  facilitate  the  efficient  use of
          natural resources;

     B.   GSGF was founded by GreenShift  and is now a publicly  traded  company
          whose  business  model  is  based on the  manufacturing  and  sales of
          proprietary equipment,  including biodiesel equipment,  and the use of
          new technologies to produce  biodiesel,  synthetic diesel, and ethanol
          from  non-traditional  feedstocks  such  as corn  oil  and  cellulosic
          biomass   through  the   utilization   of  several   new   proprietary
          technologies (the "Business");

     C.   Executive  provided  material  services  to  GreenShift  as  its  vice
          president of acquisitions and strategic transactions pertaining to the
          formation  of GSGF and  GSGF's  completion  of a series  of  strategic
          transactions resulting in virtually all of GSGF's current activities;

     D.   GSGF desires to obtain the exclusive  continuing services of Executive
          as its  employee,  in the  capacity of PRESIDENT  AND CHIEF  EXECUTIVE
          OFFICER of GSGF, and Executive  desires to provide services to GSGF as
          its employee,  in such  capacities,  and in accordance with the terms,
          conditions and covenants set forth in this Agreement; and,

     E.   GSGF  would  not  have  provided  Executive  with  the  opportunities,
          information and other benefits hereinafter  described if Executive had
          not agreed to provide all reasonably  necessary  services  relative to
          the Business for GSGF as specified  hereunder for the full term hereof
          and pursuant to the terms, conditions and covenants of this Agreement.

NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in  consideration  of the premises
and the mutual covenants,  agreements,  representations and warranties contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.       EMPLOYMENT

     A.   Employment

          GSGF hereby hires and employs  Executive to serve as its President and
          Chief  Executive  Officer.  Executive  shall  have  those  duties  and
          responsibilities as shall be determined,  from time to time, by GSGF's
          Board of Directors.

     B.   Acceptance

          Executive hereby accepts its employment  hereunder,  subject to all of
          the terms, conditions and covenants contained in this Agreement.

     C.   Loyalty

          Executive  shall devote any and all  reasonably  necessary time to the
          Business,  attention and best efforts to the performance of his duties
          under this  Agreement.  During the term of his  employment  under this
          Agreement,  Executive  shall not at any time or place or to any extent
          whatsoever,  either directly or indirectly,  without the express prior
          written consent of GSGF obtained in each instance,  voluntarily engage
          in  any  conduct,   litigation,   business   practice,   governmental,
          regulatory or administrative  agency's  investigation or dispute or in
          any activity whatsoever competitive with, adverse to or detrimental to
          the business or affairs of GSGF, whether alone, as a partner,  or as a
          past  or  present  officer,  director,   employee,  agent,  member  or
          shareholder  or in any other  capacity  whatsoever,  of any company or
          other entity except under,  and pursuant to, this  Agreement,  and all
          fees,  commissions,   or  other  income  attributable  to  Executive's
          business  services  relative to the  Business  during the term of this
          Agreement  shall  inure to and belong to and be the sole  property  of
          GSGF,  as the case may be,  subject  to the terms and  conditions  set
          forth below.

          Other than for activities  and those  activities  directly  related to
          those  listed  below  in  Exhibit  A,  Executive  shall  not act as an
          employee,  consultant,  independent  contractor  or otherwise  for any
          other person,  corporation,  LLC, LLP, joint  venture,  partnership or
          other  entity  whatsoever  nor conduct any other  business  whatsoever
          during the term of this Agreement  without the express written consent
          of GSGF  obtained  in each  instance  in  advance  except as  provided
          herein.  Notwithstanding the foregoing to the contrary, nothing herein
          shall  prevent  Executive  from being a passive  investor or receiving
          dividend or interest income or capital gains from investments,  all of
          which GSGF acknowledges it shall have no entitlement to.  Furthermore,
          Executive  may  serve as a member  of a board  of  directors  or other
          organization(s)  which do not compete  with GSGF and which do not pose
          any conflict of interest or  appearance  of conflict of interest,  and
          may   participate   in   other   professional,   civic,   governmental
          organizations  or  activities.  Any and all such  activities  shall be
          disclosed to GSGF's Board of Directors, in advance, during the term of
          this  Agreement.  Attached  hereto in  Exhibit A are those  activities
          currently  disclosed  by Executive  and  acknowledged  by GSGF.  It is
          understood that Exhibit A may be amended from time to time in a manner
          consistent with the Terms hereof.

     D.   Location

          Executive shall perform  services for GSGF at such locations as may be
          mutually agreed upon by the Parties from time to time.

2.   RESPONSIBILITIES OF EXECUTIVE

     A.   Best Efforts

          Executive  shall use his best efforts on a full time and regular basis
          to perform those  services  which are customary  and  consistent  with
          Executive's  role with GSGF, or as otherwise  directed by GSGF's Board
          of Directors and assist GSGF in a diligent and aggressive  manner with
          the  operation  and  growth  of GSGF and in  obtaining  new  business,
          acquisition  targets,  technologies,  strategic  alliances  and  other
          growth producing opportunities.

     B.   Cooperation and Conduct

          Executive  shall work with GSGF to assure that he and all employees of
          GSGF at all times cooperate with GSGF personnel, conduct themselves in
          a manner consistent with the high image, reputation and credibility of
          GSGF and engage in no activities which reflect adversely on GSGF.

     C.   Reports

          Executive shall furnish GSGF, at intervals as reasonably  requested by
          GSGF, with all financial reports,  budgets,  forecasts, and such other
          information  regarding  his  business  efforts on behalf of GSGF under
          this Agreement as GSGF may request from time to time.

     D.   Meetings

     Executive shall attend any and all  meetings and trade shows as  reasonably
          required by GSGF, at GSGF's expense.

     E.   Compliance with Laws

          Executive  shall comply with all applicable  federal,  state and local
          laws and regulations in performing its obligations hereunder.

     F.   Business Practices

          Executive   acknowledges   GSGF's  corporate  policy  prohibiting  its
          employees  from  receiving  or  offering  any gifts,  rebates or other
          payments in connection with any GSGF related  business  transaction or
          relationship,  and hereby  represents  and  covenants  that he has not
          made,  and will not make, any such  payment(s) in connection  with any
          GSGF related business transaction or relationship and will notify GSGF
          immediately if any party requests that any such prohibited  payment be
          made.

3.   SCOPE AND LIMITATIONS OF EXECUTIVE'S AUTHORITY

     A.   Trade Practices

          At  no  time   shall   Executive   make  any   false   or   misleading
          representations  or  engage in any other  unfair  or  deceptive  trade
          practices  with  respect  to  GSGF.   Executive   shall  refrain  from
          communicating  any  representations,  guarantees  or  warranties  with
          respect to GSGF,  except such as are  authorized  expressly by GSGF in
          writing or are set forth in GSGF's literature.

     B.   Relationship of the Parties

          Executive  acknowledges  that he is being engaged  hereunder as a full
          time  employee of GSGF.  Other than those listed in Exhibit A attached
          hereto,  Executive  shall not engage in any other  commercial  venture
          during the term hereof without GSGF's prior written  consent.  Subject
          to  the  exclusions  specifically  set  forth  in  Section  1  hereof,
          Executive  further  acknowledges  and agrees  that all income or other
          earnings which accrue to Executive from his business  efforts relative
          to the  Business on behalf of GSGF  during the term of this  Agreement
          (and any extension  thereof) shall be the sole and exclusive  property
          of GSGF, except as may be otherwise agreed upon in writing.

4.   COMPENSATION

     A.   Salary

          Subject to the terms hereof,  the  compensation  to be paid by GSGF to
          Executive in consideration for all services  rendered  hereunder shall
          be an  annual  salary  of ONE  HUNDRED  FIFTY  THOUSAND  ($150,000.00)
          DOLLARS,  U.S. currency,  which salary shall be payable in the form of
          registered  shares of common  stock until such time as GSGF  generates
          sufficient  positive  cash flows to  support  said  salaries.  If GSGF
          generates  cash  flow  sufficient  to  pay  accrued  salary  in  cash,
          Executive  at his  sole  option  may  choose  to take  cash in lieu of
          registered  shares of GSGF. After GSGF generates  sufficient cash flow
          to service said salaries, any salaries paid to Executive shall be paid
          in cash by GSGF in  accordance  with  GSGF's  normal  mode of  payment
          (i.e.,  weekly,  bi-weekly)  and shall be  subject  to all  applicable
          Federal and state  withholdings.  The salary  shall be increased to an
          annual salary of TWO HUNDRED  FIFTY  THOUSAND  ($250,000.00)  DOLLARS,
          U.S.  currency,  in the event that GSGF completes an equity  financing
          which  results in GSGF's  receipt of a minimum of twenty five  million
          dollars in cash at a minimum  valuation of $3.00 per share. Any future
          increases in  Executive's  salary shall be made in the  discretion  of
          GSGF's Board of Directors.

     B.   GreenShift; GSGF Share Grant

          Executive  shall,  pursuant and subject to the terms and conditions of
          that certain Stock Assignment  Agreement by and between  Executive and
          GreenShift of even date  herewith,  receive  378,653  shares of GSGF's
          Series C Preferred  Stock (the  "Series C Shares")  which shares shall
          vest   immediately   upon  the  execution  hereof  in  recognition  of
          Executive's  efforts  assisting  GreenShift  with the  development  of
          GSGF's  Business,  specifically  including:  (i)  the  procurement  of
          material  third-party  business for manufacturing  division,  Warnecke
          Design  Services,  Inc.,  which is  expected to be merged with GSGF in
          2007,  (ii) the  negotiation,  financing,  and  acquisition of NextGen
          Fuel,  Inc.,  (iii) the  negotiation and execution of an investment in
          and agreements for the exclusive  rights to ZeroPoint Clean Technology
          Inc.'s  advanced  new  biomass  gasification  technology  in the North
          American  corn  ethanol   industry,   (iv)  the  negotiation  for  the
          investment  in and  subsequent  acquisition  of GSGF's  oilseed  crush
          division,  Sustainable Systems,  Inc., (v) the execution of agreements
          for a minimum of $25 million in new biodiesel  technology  sales,  and
          (vi) the  development of GSGF's corn  oil-to-biodiesel  business model
          and go-to-market  strategy,  and (vii) the execution of agreements for
          the  development  of multiple  majority  owned  biodiesel  facilities.
          Collectively,  these  activities  constitute  virtually  all of GSGF's
          activities to date.

          (1)  The  Parties  acknowledge  that  GSGF  currently  has a total  of
               10,000,000  shares  of  authorized   preferred  stock,  of  which
               8,962,650  shares are  un-issued.  GSGF  agrees (i) that it shall
               issue no more than 1,037,350 shares of GSGF preferred stock, (ii)
               that it shall  reduce the  number of  authorized  GSGF  preferred
               stock to 1,037,350  shares as soon as practicable,  (iii) that it
               shall not issue any new shares of GSGF preferred  stock after the
               full  conversion or other  reduction of said 1,037,350  preferred
               shares,  and (iv) that it shall  reduce the number of  authorized
               GSGF preferred stock to zero shares as soon as practicable  after
               the  full   conversion  or  other  reduction  of  said  1,037,350
               preferred shares.

     C.   Vacation

          Executive  shall be entitled to FOUR (4) WEEKS  (TWENTY  (20)  WORKING
          DAYS) of paid vacation hereunder.

     D.   Benefit Plans

          Executive shall be entitled to participate in benefit plans maintained
          by Employer,  pursuant to the terms and  conditions of such plans,  if
          any,  if  approved  by the  Board of  Directors  and  stockholders  of
          Employer.  At a minimum,  such  benefit  plans shall be the same as or
          similar to those provided to other executives of GSGF.

     E.   Health Insurance

          Executive  shall  be  eligible  for  health  insurance  benefits  (for
          himself,  his spouse and children) provided by GSGF in accordance with
          the policy in place for GSGF, which may be modified from time to time,
          in GSGF's sole and absolute discretion.

     F.   Bonus

          Executive's  performance  shall be  reviewed  hereunder  not less than
          annually and GSGF's Board of Directors  may, but shall not be required
          to,  in  its  sole  discretion,  pay  Executive  a  bonus  based  upon
          Executive's performance hereunder.

5.   EXECUTIVE'S BUSINESS EXPENSES

          Executive  shall be  reimbursed  for  normal  and  necessary  business
          expenses  incurred in connection  with his business  efforts on GSGF's
          behalf  hereunder.  Said  expenses  shall  be  presented  to  GSGF  in
          accordance  with  its  customary  policy  for  approval  and  shall be
          promptly reimbursed.

6.       TAXES

         GSGF shall withhold all applicable employment taxes, including Federal
         and state income taxes, Social Security and unemployment taxes,
         disability or any similar taxes or other payments, with respect to
         amounts earned or received by Executive hereunder.

7.   COVENANTS

     A.   Confidential Information

          Executive  acknowledges  that  during the term of this  Agreement  and
          otherwise during the course of performing services for GSGF, Executive
          shall have access to certain written and non-written information which
          GSGF   considers    confidential   and   proprietary    ("Confidential
          Information").  In consideration for Executive being granted access to
          such  Confidential  Information and for the other benefits  hereunder,
          Executive  hereby agrees that,  during the term of this  Agreement and
          thereafter  for a period  of THREE (3)  YEARS,  Executive  shall  keep
          secret and retain in strictest confidence,  and shall not, without the
          prior written consent of GSGF obtained in each instance, furnish, make
          available  or disclose to any third  party,  or use for the benefit of
          himself or any third party, any Confidential  Information.  As used in
          this Paragraph,  "Confidential Information" shall mean any information
          relating  to the  business  or affairs of GSGF which is not  generally
          known  to the  public,  including,  but not  limited  to,  product  or
          business  plans,   improvements  and   developments,   GSGF  financial
          statements;  customer and  potential  customer  identities;  names and
          qualifications of GSGF employees, suppliers; pricing methodologies and
          profit margins,  including  information  regarding  competitive  bids,
          business  or  acquisition  strategies,  internal  company  and product
          methodologies and analyses,  inventions,  copyrightable  work or other
          proprietary  information  used or developed by GSGF in connection with
          its  business,   and  the  existence  and  terms  of  this  Agreement.
          Notwithstanding  the  foregoing,  Confidential  Information  shall not
          include  any  information,  which is or becomes  in the public  domain
          through no wrongful act on the part of  Executive or its  employees or
          agents.

     B.   Covenant Not To Compete

          Executive  agrees  that during the term of this  Agreement,  and for a
          period  of  THREE  (3)  YEARS.   following  the   termination  of  his
          relationship  with the GSGF  hereunder,  regardless  of the  method or
          manner of such  termination,  unless such  termination is initiated by
          GSGF  without  cause,  he  shall  not,   either   individually  or  in
          partnership  or in  conjunction  with any  person  or  persons,  firm,
          association,  syndicate,  company,  corporation  or  other  entity  or
          enterprise,  as a principal,  agent, officer,  director,  shareholder,
          member,  employee,  consultant,  employee or in any manner whatsoever,
          carry on or be engaged in or connected  with or interested in, advise,
          or permit his name or any part thereof to be utilized,  or be employed
          by any  person or  persons,  firm,  association,  syndicate,  company,
          corporation or other entity or enterprise engaged in or connected with
          or interested in a business or venture which competes,  in whole or in
          part, with the Business wherever GSGF conducts  operations with one or
          more of  GSGF's  or any of its  affiliates'  proprietary  technologies
          and/or  processes  without  written   permission  from  the  Board  of
          Directors of GSGF. Executive acknowledges that GSGF intends to conduct
          business  throughout  the  United  States  of  America  and  therefore
          requires the geographic breadth of the foregoing  restriction.  If the
          scope of the foregoing  restriction is too broad to permit enforcement
          thereof to its fullest extent, then such restriction shall be enforced
          to the maximum extent  permitted by law, and Executive hereby consents
          and agrees that such scope may be judicially  modified  accordingly in
          any  proceeding  brought to enforce such  restriction.  Nothing herein
          contained  shall  be  deemed  to  prevent   Executive  from  accepting
          employment,  whether full time or part time with any company,  entity,
          individual  who was not a client of GSGF at the time of termination or
          who is not in a  consulting  business,  as a member of such  company's
          in-house staff.

     C.   Equitable Remedies

          The  restrictions  contained in this Section 7 are  necessary  for the
          protection of the business and goodwill of GSGF and are  considered by
          the  Executive  to be  reasonable  for  such  purpose.  The  Executive
          acknowledges and agrees that any breach of this Section 7 is likely to
          cause GSGF  substantial and  irrevocable  damage which is difficult to
          measure.  Therefore,  in the event of any such  breach  or  threatened
          breach,  the  Executive  agrees and consents that GSGF, in addition to
          such other  remedies  which may be available,  shall have the right to
          obtain temporary or permanent injunctive relief (along with reasonable
          legal  fees  and  costs  provided  GSGF  is  the   prevailing   party)
          restraining  such a  breach  or  threatened  breach  and the  right to
          specific  performance  of the provisions of this Section 7 without the
          necessity  of proof of actual  damages.  Executive  hereby  waives the
          adequacy of a remedy at law as a defense to such relief.

8.   DURATION OF AGREEMENT/TERMINATION/SURVIVAL

     A.   Duration

          Except in the case of earlier termination, as hereinafter specifically
          provided,  the term (the "Employment  Period") of this Agreement shall
          be as of the date first above  written  (the  effective  date  hereof)
          through  and  including  FIVE (5)  YEARS  from the  date  first  above
          written;  provided,  however,  that after expiration of the employment
          period,  this Agreement and the Employment Period shall  automatically
          be renewed each January 1 for  successive  one-year  terms so that the
          remaining  term of this  Agreement  and the  Employment  Period  shall
          continue  to be  one  year  at  all  times  after  expiration  of  the
          employment period unless the Company or the Executive delivers written
          notice to the other  party at least  SIXTY  (60)  DAYS  preceding  the
          expiration of the employment period or any one-year  extension date of
          the intention not to extend the term of this Agreement.


     B.   Termination

          (1)  Termination by Executive

               In the case of  termination  by  Executive,  Cause shall exist if
               GSGF  breaches  any  provision  of this  Agreement  or any  other
               agreement to which Executive and GSGF are parties.

          (2)  Termination by GSGF:

               (i)  Without Cause

                    Should  GSGF  terminate  Executive's   employment  hereunder
                    without Cause,  Executive  shall be entitled as severance to
                    the  greater  of: (x) all salary  payable for the balance of
                    the  Employment  Period and (y) three (3) years salary,  and
                    Executive shall receive any bonuses declared but unpaid, any
                    unvested  securities  previously  declared but  un-issued or
                    issued  to  Executive,  and  payment  of  any  un-reimbursed
                    business expenses.

               (ii) With Cause

                    In the case of  termination  by GSGF,  Cause  shall exist if
                    Executive acts in any way materially damaging or detrimental
                    to the  business  or business  reputation  of GSGF or in any
                    manner  which  GSGF's  Board  of  Directors,  by a vote of a
                    majority  of the  members  of  GSGF's  Board  of  Directors,
                    believes  to  be  damaging  or  detrimental  to  or  not  in
                    compliance  with  the  professional  manner  in  which  GSGF
                    conducts  its   business  or   otherwise   based  upon  poor
                    performance  hereunder  as  determined  by  GSGF's  Board of
                    Directors.

               (iii) Written Notice and Opportunity to Cure

                    In the event that the Board of  Directors  of GSGF  believes
                    that Cause exists for the  Executive's  Termination,  GSGF's
                    Board  of  Directors  shall  provide,  in  writing,  to  the
                    Executive  a  letter   detailing:   (x)  the   circumstances
                    constituting the alleged Cause, (y) the specific  reasonable
                    remedies  that  would  eliminate  alleged  Cause  such  that
                    Executive  may retain  position  herein,  and (z)  provide a
                    period of thirty (30) days for Executive to effectuate  such
                    reasonable  remedies  or others  acceptable  to the Board of
                    Directors.

          (3)  Additional Cause

               Except for instances  involving defaults of GreenShift's,  GSGF's
               or  any  of  its  affiliates'  agreements  with  Cornell  Capital
               Partners,  LP, or any of its  affiliates,  or any other voluntary
               actions  taken by  GreenShift,  GSGF or any of their  affiliates,
               cause shall exist for  termination  by either  Party if the other
               Party  assigns or attempts to assign  this  Agreement,  except as
               permitted  hereunder,  liquidates or terminates its business,  is
               adjudicated a bankrupt,  makes an  assignment  for the benefit of
               creditors,  invokes the  provisions  of any law for the relief of
               debtors, or files or has filed against it any similar proceeding,
               commits   any  crime   (felony   or   misdemeanor)   or  has  any
               investigation or other governmental inquiry brought against it.

     D.   Survival

          ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS CONTAINED IN
          THIS AGREEMENT, OR IN ANY SCHEDULE, CERTIFICATE, DOCUMENT OR STATEMENT
          DELIVERED  PURSUANT  HERETO,  SHALL  SURVIVE THE  TERMINATION  OF THIS
          AGREEMENT  AND SHALL BE DEEMED  TO HAVE BEEN  RELIED  UPON (AND NOT BE
          AFFECTED IN ANY RESPECT BY) THE TERMINATION OF THIS AGREEMENT.

9.   ASSIGNMENT

     No Party may assign,  transfer or sell all of any of its rights  under this
     Agreement (or delegate all or any of its obligations hereunder) without the
     prior written  consent of the other Party.  Subject to these  restrictions,
     the  provisions  of this  Agreement  shall be binding upon and inure to the
     benefit of the Parties, their successors and permitted assigns.

10.  WAIVER

     The  waiver by either  Party of any of its  rights or any  breaches  of the
     other Party under this Agreement must be in writing to be effective and any
     such waiver in a particular  instance shall not be construed as a waiver of
     the same or  different  rights or breaches  in  subsequent  instances.  All
     remedies,   rights   undertakings   and  obligations   hereunder  shall  be
     cumulative, and none shall operate as a limitation of any other.

11.  NOTICES

     All notices and demands of any kind which either GSGF or  Executive  may be
     required  or  desire  to  serve  upon the  other  under  the  terms of this
     Agreement shall be in writing and shall be served by personal delivery,  by
     certified  mail-return  receipt requested or by commercial courier service,
     at the addresses set forth in this Agreement or at such other  addresses as
     may be  designated  hereafter  by the  Parties in  writing.  If by personal
     delivery or commercial  courier,  service shall be deemed complete upon the
     delivery date. If by certified mail,  service shall be deemed complete upon
     the date of the mailing.

12.  EXECUTION

     This Agreement shall become  effective only upon its execution by Executive
     within  or  outside  the  State of New Page 8 of 9 York and its  subsequent
     execution by GSGF in the State of New York, as of the Effective Date.

13.  SEVERABILITY

         In the event that any of the provisions of this Agreement or the
         application of any such provisions to the Parties hereto with respect
         to their obligations hereunder shall be held by a court of competent
         jurisdiction to be unlawful or unenforceable, the remaining provisions
         of this Agreement shall remain in full force and effect, and shall not
         be affected, impaired or invalidated in any manner.

14.      PARAGRAPH HEADINGS AND LANGUAGE INTERPRETATIONS

         The paragraph headings contained herein are for reference only and
         shall not be considered substantive provisions of this Agreement. The
         use of a singular or plural form shall include the other form, and the
         use of a masculine, feminine or neuter gender shall include the other
         genders, as applicable.

15.      ENTIRE AGREEMENT

     This  Agreement   constitutes  the  final  agreement  between  the  Parties
     pertaining in any manner to the subject matter hereof,  and contains all of
     the  covenants  and  undertakings  between the Parties with respect to said
     subject matter.  Each party to this Agreement  acknowledges that no written
     or oral representations, inducements, promises or agreements have been made
     which are not  embodied  herein and the Parties will not rely on any future
     oral representations,  inducements,  promises or agreements unless embodied
     in a  written  amendment  hereto.  Any and all  prior  or  contemporaneous,
     written or oral agreements  between the Parties pertaining in any manner to
     the subject matter of this Agreement  expressly are superseded and canceled
     by this Agreement.  Except as otherwise provided herein, this Agreement may
     not be amended,  modified or supplemented,  except by a written  instrument
     signed  by both  parties  hereto.  IT IS THE  INTENTION  AND  DESIRE OF THE
     PARTIES THAT THE EXPRESS  PROVISIONS  OF THIS  AGREEMENT  NOT BE SUBJECT TO
     VARIATION BY IMPLIED COVENANTS OF ANY KIND.

16.  COUNTERPARTS

     This  Agreement  may be executed in ONE (1) or more  counterparts,  each of
     which will be deemed to be any original  copy of this  Agreement and all of
     which,  taken together,  shall be deemed to constitute ONE (1) and the same
     Agreement.

17.  CONSENT TO JURISDICTION

     GSGF and Executive  hereby  submit and consent to the  exclusive  venue and
     jurisdiction  of the  Supreme  Court of the State of New York in respect of
     the interpretation and enforcement of the provisions of this Agreement, and
     hereby  waive and agree not to assert as a defense in any  action,  suit or
     proceeding for the interpretation or enforcement of this Agreement, that it
     is not subject  thereto or that such action,  suit or proceeding may not be
     brought or is not  maintainable  in said courts or that this  Agreement may
     not be  enforced  in or by said  courts or that its  property  is exempt or
     immune from execution, that the suit, action or proceeding is brought in an
     inconvenient  forum, or that the venue of the suit, action or proceeding is
     improper.  GSGF and Executive  agree that service of process may be made in
     any manner  permitted  by the laws of the State of New York or the  federal
     laws of the United States in any such action,  suit or  proceeding  against
     GSGF and Executive with respect to this Agreement. GSGF and Executive agree
     that  final  judgment  (with  all right of appeal  having  expired  or been
     waived)  against  it in any  such  action,  suit  or  proceeding  shall  be
     conclusive and that the other Party is entitled to enforce such judgment in
     any other  jurisdiction by suit on the judgment,  a certified copy of which
     shall be conclusive evidence of the fact and amount of indebtedness arising
     from such judgment.

18.  ADVICE OF COUNSEL

     THE  PARTIES  ACKNOWLEDGE  THAT  THEY  HAVE  EACH  RECEIVED  A COPY OF THIS
     AGREEMENT,  THAT THEY HAVE READ AND FULLY  UNDERSTAND THIS  AGREEMENT,  AND
     THAT THEY HAVE BEEN  ADVISED TO SEEK AND HAVE SOUGHT OR WAIVED  INDEPENDENT
     LEGAL COUNSEL OF THEIR CHOICE TO AID IN THEIR UNDERSTANDING HEREOF.



IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
the day and year first appearing above by their duly authorized officers, as set
forth below.



GS AGRIFUELS CORPORATION



By:      /S/ KEVIN KREISLER
         ---------------------------------------
             KEVIN KREISLER
             Chairman


EXECUTIVE



By:      /S/ THOMAS W. SCOZZAFAVA
         ---------------------------------------
             THOMAS W. SCOZZAFAVA
             Individually





<PAGE>





                              EMPLOYMENT AGREEMENT


<TABLE>

EXHIBIT A:  NON-AFFILIATE ACTIVITIES ACKNOWLEDGEMENT

<CAPTION>

  Organization                             Title                          Location
  ------------                             -----                          --------
<S>                                <C>                                <C>
WiseBuys Stores, Inc. ..........   President/Treasurer/CFO/Chairman   Gouverneur, NY
- Patrick Hackett Hardware Co. .   Chairman                           Ogdensburg, NY
Seaway Capital, Inc. ...........   President                          Gouverneur, NY
Seaway Capital Partners, LLC ...   President                          Gouverneur, NY
Seaway Valley Fund, LLC ........   Managing Member                    Gouverneur, NY
New York Power Authority .......   Trustee                            White Plains, NY
Seaway Private Equity Consortium   Board Member                       Potsdam, NY
SUNY Canton ....................   Business School Advisory Board     Canton, NY

</TABLE>