EXCLUSIVE LICENSE AGREEMENT

This LICENSE AGREEMENT, made effective as of the 9th day of January 2007, by and
between GS CLEANTECH  CORPORATION,  a Delaware  corporation having its principal
place of  business  at One Penn  Plaza,  Suite  1612,  New York,  New York 10119
(hereinafter referred to as "Licensor"),  GS AGRIFUELS  CORPORATION,  a Delaware
corporation  having its  principal  place of business  at One Penn Plaza,  Suite
1612,  New  York,  New  York  10119  (hereinafter   referred  to  as  "GSGF"  or
"Licensee").

                                   BACKGROUND

WHEREAS,  Licensor  has  invented,  acquired  and/or  licensed  new patented and
patent-pending    implementations    of   several    technologies   to   produce
Biomass-derived  fuels and energy and/or Precursors to Biomass-derived fuels and
energy and owns other intellectual  property and know how relating thereto, with
possible  applications in activities  relating to the Field of Use, as such term
is hereinafter defined; and,

WHEREAS,  Licensor is party to that certain Technology Acquisition Agreement, as
amended,  with Cantrell  Winsness  Technologies,  LLC, David  Winsness,  John W.
Davis,  and Gregory P.  Barlage  (the "COES  Agreement"),  pursuant to which the
Licensor acquired Licensor's corn oil extraction technology (the "COES") subject
to certain ongoing fee, royalty and commercialization obligations;

WHEREAS, Licensor and Licensee are party to that certain Distribution Agreement,
as amended,  with  ZeroPoint  Clean Tech,  Inc.,  pursuant to which Licensee was
granted exclusive  distribution rights to ZeroPoint's  biomass  gasification and
related  technologies  (the  "Gasifier")  in the  North  American  corn  ethanol
production industry and non-exclusive  distribution rights in other markets, and
pursuant to which Licensor granted  ZeroPoint certain  reciprocal  non-exclusive
marketing rights to its COES and other technologies; and,

WHEREAS, Licensee wishes to develop and use the COES for activities relating to
the Field of Use.

NOW,  THEREFORE,  intending to be legally  bound,  and in  consideration  of the
mutual covenants contained herein, the parties hereby agree as follows:

1.       Definitions

     (a)  Patent Rights

     Patent Rights shall mean the: (i) United  States  Patents and United States
     Patent  Applications  described and included in Exhibit A, attached hereto,
     and any United States Patents that issues therefrom; (ii) any United States
     Letters Patent now owned or controlled by Licensor under which Licensor has
     the right to grant licenses that are related to the technology described in
     the Letters  Patent or that  incorporate or improve upon such United States
     Letters Patent;  and (iii) any division,  reissues,  continuations-in-part,
     and  extensions  of the  foregoing  now  owned,  or which may be owned,  by
     Licensor or under which they now have, or may in the future have, the right
     to grant licenses and shall include Foreign Patent Rights.  "Foreign Patent
     Rights" shall mean all letters patent claiming  priority from or based upon
     the Patent Rights and recognized in  jurisdictions  where the Patent Rights
     are  not,  without  further  action,  recognized,  and  which  provide  the
     protection and benefits to the holder thereof substantially the same as the
     holder of the Patent Rights enjoys in the United States.

     (b)  Field of Use

     Field of Use shall  mean the  production  and sales of (i)  Biomass-derived
     fuels and energy, such as ethanol, biodiesel, and other synthetic gases and
     fuels, and/or (ii) Precursors to Biomass-derived  fuels and energy, such as
     corn oil and algae (hereinafter referred to as "Field of Use").

     (c)  Gross Sales

     Gross Sales shall mean the net revenues  received by Licensee deriving from
     the production and sales of (i)  Biomass-derived  fuels and energy, such as
     ethanol,  biodiesel,  and other  synthetic  gases and  fuels,  and/or  (ii)
     Precursors  to  Biomass-derived  fuels and  energy  deriving  from the COES
     (including  corn oil and corn oil  derived  biodiesel),  Tornado  Generator
     and/or CO2  Bioreactor  technologies.  Such Gross  Sales  shall not include
     excise, sales, or production taxes, if any, paid by Licensee.

     (d)  Biomass

     Biomass shall mean  carbonaceous  biological  matter comprised of plant and
     animal materials  including materials comprised of or deriving from plants,
     animals, algae,  agriproducts,  paper, sewage and wastes and/or co-products
     containing plant and/or animal matter.

     (e)  Precursor

     A    Precursor  shall mean a raw material  comprised of Biomass that can be
          converted into fuels and/or energy.

     (f)  Extraction System

     For the purposes  hereof,  an  "Extraction  System"  shall refer to ONE (1)
     system based on the COES and  consisting of the  equipment  and  components
     necessary  to extract  about ONE  MILLION  FIVE  HUNDRED  THOUSAND  GALLONS
     (1,500,000) of corn oil (which amount is more precisely defined as about 3%
     of the nameplate  ethanol  production  capacity of the ethanol  facility at
     which the Extraction System is installed).

2.       The License

     Under  the terms  and  conditions  hereof,  Licensor  hereby  grants to the
     Licensee an EXCLUSIVE  license to use the COES, any Licensor  Patent Rights
     (including  any  Foreign  Patent  Rights)  now held or  hereafter  acquired
     pertaining  to the  COES,  and the  technology,  inventions  and  equipment
     inherent  therein for and in any  relating  to the Field of Use,  set forth
     above within the Territory defined below. The foregoing license grant shall
     hereinafter be referred to as the "License."

          (a)  Territory

          The territory to which this exclusive  License  applies is the maximum
          territory possible (the "Territory");  the Licensor and Licensee agree
          and  acknowledge  that  the  term  "Territory"  shall,  regardless  of
          context, be construed as broadly as possible.

          (b)  COES Fees and Royalties

               (i)  License Fee

                    The Licensee shall pay Licensor a one-time fee equal to FIVE
                    CENTS ($0.05) per gallon of installed and commissioned  corn
                    oil production capacity (the "COES License Fee"), which COES
                    License  Fee  shall  be paid to  Licensor  in cash  upon the
                    commissioning of each Extraction System; provided,  however,
                    that the payment of the COES License Fee shall be subject to
                    the terms and conditions of Section 2(b)(iii) hereof.

               (ii) Royalty

                    During the term of this Agreement, for any and all use by or
                    for the benefit of  Licensee  of the COES (as  defined  with
                    more  precision  in  Exhibit  A) in the  Field  of Use,  the
                    Licensee  shall pay to the  Licensor a royalty  fee equal to
                    the  greater of either (x) TEN CENTS  ($0.10)  per gallon of
                    corn oil  extracted for so long as COES  extraction  systems
                    continues to extract  corn oil or (y) THREE  PERCENT (3%) of
                    Licensee's  Gross Sales  deriving from the sale of biodiesel
                    produced  from corn oil (the "COES  Royalty"),  which amount
                    shall be paid in cash on a monthly basis  commencing 30 days
                    after the commissioning of each corn oil extraction  system;
                    provided,  however,  that the  payment  of the COES  Royalty
                    shall be  subject  to the terms and  conditions  of  Section
                    2(b)(iii) hereof.

               (iii) Contingencies

                    (1)  Licensor Financed Extraction Systems

                    In the event that the Licensor  finances and commissions any
                    Extraction  Systems,  the Licensor shall retain the right to
                    purchase  and  sell the  corn  oil  extracted  from any such
                    Extraction  System(s).  The Licensor shall have the right to
                    sell any such corn oil to any third party until such time as
                    the  Licensee  commences  production  at  a  Licensee  owned
                    biodiesel facility, after which time the Licensee shall

                    (A)  purchase,  on  a  TAKE  OR  PAY  basis,  the  corn  oil
                         extracted with any such Extraction  System(s) at a rate
                         equal   to   SEVENTY   FIVE   PERCENT   (75%)   of  the
                         then-prevailing  preceding month's average "spot" price
                         for  diesel  fuel,  which  price  will be  based on the
                         average of the previous  month's daily closing New York
                         Harbor and U.S. Gulf Coast spot prices for diesel fuel)
                         (the "Diesel Spot") until such time as

                    (B)  Licensee (x)  purchases any such  Extraction  System(s)
                         from  Licensor at a rate equal to  Licensor's  cost for
                         such  Extraction  System(s)  and all related  necessary
                         balance  of  plant  plus  20%,  (y) pays  Licensor  the
                         applicable  COES License Fee as provided for in Section
                         2(b)(i) hereof, and (z) begins paying Licensor the COES
                         Royalty as provided for in Section 2(b)(ii) hereof.

                    (2)  Licensee Financed Extraction  Systems;  First 5 Million
                         Gallons of Biodiesel

                    In the  event  that  Licensee  finances  and  pays  for  the
                    commissioning  of any Extraction  System(s)  pursuant to the
                    terms of Section  2(c)(i)  hereof,  and until such time as a
                    cumulative  total of FIVE (5)  million  gallons  of corn oil
                    derived  biodiesel  have been sold,  then Licensee shall (x)
                    pay Licensor the applicable COES License Fee as provided for
                    in Section  2(b)(i)  hereof upon  commissioning  of any such
                    Extraction System(s), and (y) begin paying Licensor the COES
                    Royalty  as  provided   for  in  Section   2(b)(ii)   hereof
                    commencing 30 days after Licensee  initiates  production and
                    sales of corn oil derived biodiesel.

                    (3)  Licensee  Financed  Extraction   Systems;   Ongoing  of
                         Biodiesel

                    In the  event  that  Licensee  finances  and  pays  for  the
                    commissioning  of any Extraction  System(s)  pursuant to the
                    terms of Section  2(c)(i)  hereof,  and after such time as a
                    cumulative  total of FIVE (5)  million  gallons  of corn oil
                    derived  biodiesel  have been sold,  then Licensee shall (x)
                    pay Licensor the applicable COES License Fee as provided for
                    in Section  2(b)(i)  hereof upon  commissioning  of any such
                    Extraction System(s), and (y) begin paying Licensor the COES
                    Royalty  as  provided   for  in  Section   2(b)(ii)   hereof
                    commencing  immediately  after  commissioning  of  any  such
                    Extraction System(s).

                    (4)  Corn Oil Sales; Permitted Parties

                    In the event that either Licensor or Licensee  purchase corn
                    oil extracted from the COES as provided hereunder and do not
                    sell any such corn oil to, or process  any such corn oil in,
                    a Licensee  owned  biodiesel  facility,  then  Licensor  and
                    Licensee  agree that any sales of any such corn oil shall be
                    sold according to the following preferences:

                                    (A)     First, to any third party biodiesel
                                            producer utilizing the biodiesel
                                            production technology and equipment
                                            of Licensee's NextGen Fuel, Inc.
                                            subsidiary;

                                    (B)     Second, to any third party biodiesel
                                            producer operating at most two
                                            biodiesel facilities;

                                    (C)     Third, to any other mutually agreed
                                            upon third party biodiesel producer;
                                            and,

                                    (D)     Fourth, to any third party for any
                                            purpose other than biodiesel
                                            production.

                                    Under no circumstances shall Licensor enter
                                    into contracts obligating it to sell or
                                    deliver corn oil longer than one month in
                                    duration without the written consent of
                                    Licensee.

                  (iii)    Commercialization Requirements

                    The Parties  agree and  acknowledge  that the  Licensee  was
                    formed and  capitalized  specifically  to raise the  capital
                    necessary   to   fully   commercialize   and   implement   a
                    go-to-market   strategy   in  the   Field  of  Use  that  is
                    substantially  based  on  the  Technologies.   An  essential
                    element of the Parties' respective  inducement to enter into
                    this  Agreement  is that  the  Licensee  shall  obtain  such
                    financing and properly  commercialize the COES. In addition,
                    the Licensor is itself subject to certain  commercialization
                    requirements  relative  to the  COES  pursuant  to the  COES
                    Agreement.  Accordingly,  the Licensee and the grant of this
                    License shall be subject to the following  requirements with
                    respect to the commercialization of the COES:

                           (1)      Cumulative Sales

                    Licensee  shall  cause  the   commissioning   of  THREE  (3)
                    Extraction  Systems on or before  December 31, 2008,  and an
                    additional FIVE (5) Extraction Systems, for a total of EIGHT
                    (8) Extraction  Systems, on or before December 31, 2009, and
                    an additional FIVE (5) Extraction  Systems per year for each
                    year  thereafter up to a total of EIGHTEEN  (18)  Extraction
                    Systems  on a  cumulative  basis;  provided,  however,  that
                    Licensee's  obligation  hereunder  shall be contingent  upon
                    equipment or component availabilities. The cumulative aspect
                    of this requirement  shall mean that Purchaser shall receive
                    credit for all Extraction Systems  commissioned,  regardless
                    of the time of such commissioning, during the Term hereof.

                           (2)      Opportunity to Cure; Pre-Payment

                    In the  event  that  Licensee  fails to in any way cause the
                    commissioning  of the  above  stated  number  of  Extraction
                    Systems  on  or  before  the  dates  specified  above,  then
                    Licensee shall have the opportunity to cure any such failure
                    by  pre-paying  a fee  equal  to  TWENTY  PERCENT  (20%)  of
                    Licensor's  gross margin on the sale of any such  Extraction
                    System(s) which amount,  at a minimum,  would otherwise have
                    been  earned  by  Licensor  upon  the  commissioning  of the
                    then-current  required  number of  Extraction  Systems  (the
                    "Extraction Fee"). For example,  if Licensee has only caused
                    the  commissioning  of SEVEN (7)  Extraction  Systems  on or
                    before  December 31, 2009,  but pre-pays the  Extraction Fee
                    for ONE (1) Extraction System, then Licensee shall be deemed
                    to have  satisfied its  requirement as of December 31, 2009.
                    Similarly,  if Licensee has only caused the commissioning of
                    SEVEN (7) Extraction Systems on or before December 31, 2009,
                    but  then  pre-pays  the  Extraction  Fee  for  ELEVEN  (11)
                    Extraction  Systems,  then  Licensee  shall  have no further
                    obligation pursuant to this Section.

                  (iv)     Minimum Annual Royalty

                    Licensee  shall pay Licensor a minimum annual royalty of ONE
                    MILLION  DOLLARS  ($1,000,000)  per year commencing with the
                    FIRST  (1st)   ANNIVERSARY  of  the  execution  hereof  (the
                    "Minimum  Annual  Royalty")  for all use of the COES. In the
                    event that Licensee  fails to pay any Minimum Annual Royalty
                    when due as  provided  for  hereunder,  the  Licensor  shall
                    provide  Licensee  with  reasonable  written  notice of said
                    failure to pay.  Licensee  shall  thereafter pay any Minimum
                    Annual Royalty  payments that may be due to Licensor  within
                    NINETY  (90) DAYS after its receipt of any such  notice.  In
                    the event that Licensee fails  thereafter to pay any Minimum
                    Annual  Royalty  payments that may be then due, the Licensor
                    shall have the right to revoke  Licensee's  exclusivity  for
                    the Field of Use.

         (c)      Design-Build and Engineering Services; Equipment Sales

                  (i)      To Licensee Facilities

                    Licensee and/or its designated  affiliate shall  EXCLUSIVELY
                    (unless waived by Licensor in writing)  purchase  Extraction
                    Systems and any other  equipment and  components  central to
                    the  initial  and  ongoing  application  of  the  COES  (the
                    "Equipment")  and retain  Licensor to provide  design-build,
                    process  engineering and ongoing technical services relating
                    to the design,  construction  and ongoing  operation  of all
                    processing  facilities  based on the  COES and all  Licensee
                    biodiesel and related processing facilities (the "Services")
                    on a cost plus 20% basis.

(ii)     To Third Parties in Favor of Licensee

                    The  Licensor  shall  retain  the  right  to  directly  sell
                    Equipment and services based on the COES to third parties in
                    the Field of Use provided  that the Licensor  shall,  unless
                    waived in writing by Licensee,  expressly condition any such
                    sale  upon the  grant  by the  relevant  third  party to the
                    Licensee  of  the  exclusive   ongoing  rights  to  purchase
                    Precursors  produced  by the  COES  for so long as any  such
                    third party uses the COES equal to no more than SEVENTY FIVE
                    PERCENT (75%) of Diesel Spot.

                  (iii)    Reciprocal Marketing Rights; Gasifier

                    As  additional  consideration  for  the  rights  granted  to
                    Licensee  hereunder and in view of Licensor's  non-exclusive
                    grant  of  certain   marketing   rights  to  ZeroPoint   for
                    Licensor's COES and Tornado Generator technologies, Licensor
                    shall  have  the  non-exclusive  right  to  market  and sell
                    Gasifier systems outside of the Field of Use pursuant to the
                    conditions  of Section  1.1(b) and Section  1.1(b)(i) of the
                    ZeroPoint Agreement.

         (f)      Carbon Credits

                    Licensor  shall  retain  exclusive  ownership  of any carbon
                    credits,  emissions offsets,  renewable energy certificates,
                    energy efficiency  certificates and similar attributes based
                    on the use by Licensee  and/or its  affiliates  and/or other
                    permitted  users  of the  COES  and  all  products  deriving
                    therefrom  (the  "Attributes");   provided,   however,  that
                    Licensee shall receive a reverse  commission of FIVE PERCENT
                    (5%) of  Licensor's  sales  deriving  from  its  sale of the
                    Attributes. Licensor and Licensee shall use their collective
                    best  efforts to design,  build,  implement  and operate the
                    Technologies  and facilities  based on COES and all products
                    deriving  therefrom  in a manner  that  enables  Licensor to
                    retain ownership of the Attributes.

         (g)      Best Efforts Cooperation

                  The parties shall use their respective best efforts to
                  cooperate with each other relative to the use of the COES and
                  all products deriving therefrom.

         (h)      Sublicense and Assignment to Majority Owned Subsidiaries
                  Permitted

                    The  License  to  the  COES   granted   herein  may  not  be
                    sub-licensed  or assigned,  or in any way transferred by the
                    Licensee  except to Licensee's  majority owned  subsidiaries
                    without  Licensor's  prior  written  consent,  which consent
                    shall not be unreasonably withheld.

         (i)      Right of First Offer; CO2 Bioreactor; Tornado Generator

                    In the event that the  Licensor  desires to license  its CO2
                    Bioreactor   technology   and/or   its   Tornado   Generator
                    technology  for  applications  in the  Field  of  Use,  then
                    Licensor  shall  provide  Licensee  with the first  right of
                    offer with respect to any such license. In addition,  in the
                    event  that  Licensor  produces   Precursors  with  its  CO2
                    Bioreactor  technology or processes  Biomass into Precursors
                    with its Tornado Generator  technology,  then Licensor shall
                    provide  Licensee with the right of first offer with respect
                    to the purchase of any such Precursors.

3.       Restrictive Covenants

         (a)      Confidential Information

                    Each  party  acknowledges  that  during  the  term  of  this
                    Agreement and otherwise  pursuant to the terms hereof,  each
                    party shall have access to certain  written and  non-written
                    information  of  the  other  which  the   disclosing   party
                    considers   confidential   and  proprietary   ("Confidential
                    Information"). In consideration for the non-disclosing party
                    being granted access to such  Confidential  Information  and
                    for the other benefits hereunder,  the non-disclosing  party
                    hereby  agrees that,  during the term of this  Agreement and
                    thereafter   for  a  period   of  THREE   (3)   YEARS,   the
                    non-disclosing   party  shall  keep  secret  and  retain  in
                    strictest  confidence,  and  shall  not,  without  the prior
                    written  consent of the  disclosing  party  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 the disclosing  party
                    which is not generally known to the public,  including,  but
                    not limited to, product or business plans,  improvements and
                    developments,  the disclosing  party  financial  statements;
                    customer  and  potential  customer  identities;   names  and
                    qualifications of the disclosing party 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 the
                    disclosing  party 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 the  non-disclosing
                    party or its employees or agents.

4.       Advertising

The  Licensor  shall  permit,  without  limitation,   Licensee's  publishing  of
photographs  and  other   reproductions  of  the   Technologies,   drawings  and
specifications  included  with the relevant  patent  application,  and narrative
portions of any work authored by either the Inventor or Licensor or the Licensee
relating to or  describing  the  Technologies  or their uses,  including but not
limited to  descriptions  and narratives in any patent  application or submittal
and in any  submission  to the United States  Patent  Office,  the United States
Environmental  Protection  Agency or any other  governmental  (Federal  State or
Municipal)   entity  which  has  jurisdiction   over  the   manufacture,   sale,
distribution,  promotion or use of the  Technologies.  Licensor hereby grants to
Licensee a limited, royalty-free license to use any such works of authorship for
such purpose within the Territory.  Nothing in this License  Agreement  shall be
construed as conferring  upon the Licensee any right to include in  advertising,
packaging or other commercial  activities related to the Licensed Patent Rights,
any reference to the Licensor, its trade names, trademarks or service marks in a
manner that would be likely to cause  confusion or to indicate  that any product
manufactured  pursuant  to  the  Licensed  Patent  Rights  is  certified  by the
Licensor.

5.       Warranties

Licensor hereby warrants to, or as the case may be covenants with, the Licensee:
(i) that it has full  authority and right to grant the License and to enter into
and perform its  obligations  hereunder,  (ii) that the Patent Rights are valid,
and of a duration limited only by national statutes relating thereto, (iii) that
the License is valid (iv) that neither the Technologies,  nor the Patent Rights,
nor  Licensee's  rights  hereunder,  are  known to  infringe  upon  the  patent,
trademark, license, or other intellectual property rights of any person, and (v)
that no person's activities as of the date hereof are known to infringe upon the
Licensor's rights under the Patent Rights. Licensor does not warrant and it will
be the  responsibility of Licensee to secure all required  licenses,  approvals,
permits,  and  authorizations  necessary,  for Licensee to manufacture,  sell or
distribute  equipment based on the Technologies  for the Permitted  Applications
contemplated by this License everywhere such equipment based on the Technologies
are intended to be  manufactured,  used, sold, or distributed as contemplated by
this License.

6.       Infringement and Invalidation

Licensor or Licensee may take appropriate action to protect the integrity of the
License and to stop infringement by any other person upon the rights of Licensor
and  Licensee  under the Patent  Rights and the  rights of  Licensee  hereunder.
Licensor shall have the primary right (but not obligation) to bring legal action
against a perceived  infringer of the Patent  Rights  within the  Territory  and
within  Field of Use at  Licensor's  own  expense;  provided,  however,  that if
Licensor fails to do so,  Licensee may do so at Licensee's  own expense.  In the
event either  Licensee or Licensor takes any such action,  Licensor and Licensee
shall cooperate with each other,  participating  in any litigation  initiated as
reasonably  requested  and  providing  oral and written  testimony in connection
therewith.  If Licensee  takes any such action,  it shall be entitled to any and
all money damages  awarded (or received in  settlement)  as a result of any such
infringement.  In the  event  the  Patent  Rights  are  invalidated  in whole by
reexamination or reissue proceedings in the U.S. Patent and Trademark Office, or
by judgment of a U.S.  District  Court  (which  judgment is not  over-turned  on
appeal)  and as a result  thereof  Licensee's  right or ability to  manufacture,
develop,  sell, or otherwise deal with the Technologies  under the terms of this
License  Agreement is  terminated,  then Licensee at its sole election  shall be
entitled to terminate this Agreement without further obligation to Licensor.

7.       Payment of the Royalties

So long as Licensee is  obligated  to pay the  Royalty  Fees under this  License
Agreement,  the Licensee  shall keep an accurate  account of all sales,  leases,
sub-license  agreements,  and gross  revenues for the  applicable  projects and,
within 30 days after the end of each calendar quarter, render to Licensor yearly
gross income  statements  to the  Licensor,  including  statements of accrued or
estimated  Royalty  Fees  payable,  and  Licensee  shall pay to the Licensor the
amount of the Royalty Fees payable no less  frequently than monthly and no later
than fifteen (15) days  following  each calendar  month end. The Licensor  shall
have the right,  at  Licensor's  own expense and not more often than once in any
calendar year, to have an independent  certified public accountant acceptable to
Licensee  examine  the  books of the  Licensee  in  relation  to the  applicable
projects to verify the Royalty Fee  statements,  and Royalty  Fees due  Licensor
pursuant to this License  Agreement.  If it is determined after such examination
that  the  Licensee  owes the  Licensor  additional  fees,  the  Licensee  shall
reimburse  the  Licensor  for all  costs  associated  with the  examination  and
collection of funds.

8.       Licensor's Obligations

In  addition to all other  obligations  of Licensor  hereunder,  Licensor  shall
either (i) pay all fees and  annuities  necessary to maintain the Patent  Rights
and the Foreign Patent Rights,  or (ii) notify Licensee on a timely basis of its
intent not to pay such fees or  annuities  and to provide  Licensee a reasonable
opportunity to pay such maintenance  fees or annuities.  In order to support the
License at all times during the term of this  Agreement,  Licensor  shall supply
Licensee with copies of any and all documents  indicating its rights to patents,
patent  applications,  trademarks,  copyrights,  and any and all  other  related
material that substantiates  Licensor's ability to grant the License to Licensee
worldwide in any and all domestic and international markets. Licensor shall also
provide to Licensee any and all drawings,  specifications, and any and all other
then-existing   material   necessary   to  enable  and  to  support   Licensee's
manufacturing of the Products,  notwithstanding the right of first refusal terms
hereof, worldwide in any and all domestic and international markets.

9.       Improvements to the Technologies

The Licensor shall retain the exclusive  ownership of the  Technologies  and any
and all  developments  and  improvements  thereto,  whether made by the Licensor
and/or the Licensee (the  "Development and  Improvements"),  provided,  however,
that any such Developments and Improvements shall be incorporated into the scope
of the License and the Licensee  shall have the continuing  exclusive  rights in
the Territory to any such Developments and Improvements for applications related
to the Field of Use on the terms and conditions specified herein.

(a)      Disclosure

          If either party at any time makes Developments and Improvements to the
          Technology,  then the  developing  party  shall  communicate  any such
          Developments and Improvements to the  non-developing  party as soon as
          reasonably    practicable,    including    any   and   all   drawings,
          specifications,   analytical   and  other   reports,   and  any  other
          information  and material in any way related to any  Developments  and
          Improvements.

10.      Term and Termination

This  Agreement  shall  commence on the Effective Date and shall continue for an
initial  term of  TWENTY  (20)  YEARS.  This  Agreement  and the  License  shall
automatically renew for an additional one-year period, which additional one year
period  provided that the Licensee is and remains in  compliance  with the terms
hereof. Similarly, this Agreement and the License shall renew for successive ONE
(1) YEAR periods in perpetuity  for so long as the Licensee  continues to remain
in compliance with the terms hereof for the previous ONE (1) YEAR period.

If the Licensee at any time  defaults in  fulfilling  any  material  obligations
hereunder,  or under any financing agreement between Licensor and Licensee,  and
such default is not cured within NINETY (90) DAYS after written  notice  thereof
is given by Licensor to  Licensee,  Licensor  shall have the right to  terminate
this  Agreement and the License by giving  written  notice of termination to the
Licensee.

11.      Miscellaneous

         (a)      Assignments Permitted

                  This Agreement shall be binding upon and inure to the benefit
                  of the parties and their respective successors and assigns.

         (b)      Sub-licenses Permitted

               Licensee  may  grant  sub-licenses  to the  extent  necessary  to
               generate  revenues with the  Technologies  in its Territory,  and
               Licensee's customers shall have the benefit of the License solely
               for their own use, and manufacturers,  fabricators and installers
               of the  equipment  based  on the  Technologies  specifically  for
               Licensee  shall  have  the  benefit  of  the  License  solely  in
               connection with their manufacturing, fabrication and installation
               operations of equipment and/or products in the Field of Use.

         (c)      Governing Law

               This Agreement shall be considered made in New York, and it shall
               be governed by and construed  under the laws of the United States
               of America and New York. In the event of  litigation  between the
               parties pursuant to any term or provision of this Agreement, then
               the prevailing  party in any such litigation shall be entitled to
               an additional  award of its attorneys' fees actually  incurred in
               the course of such litigation.

         (d)      Insurance

               During  the  Term  of  this  Agreement,  and  for so long as each
               relevant  party sells products  based on the  Technologies,  such
               party  shall  maintain  adequate  products  liability   insurance
               covering  its  manufacture  and  sale of  products  based  on the
               Technologies  providing coverage for damages (and legal defense),
               and  the   insuring   party  shall   provide   coverage  for  the
               non-insuring  party as additional  insureds  under such insurance
               policy.



(e)      Entire Agreement

               This Agreement  contains the entire agreement of the parties with
               respect to the subject  matter  hereof and  supersedes  all prior
               agreements,  understandings,   negotiations,  and  communications
               relating to its terms. Accordingly, notwithstanding any provision
               of this  Agreement to the contrary,  GSGF, if it elects to do so,
               shall be entitled to assign its rights and obligations under this
               Agreement to its parent company, GSGF Corporation,  or any of its
               subsidiaries.  No amendment  or  modification  of this  Agreement
               shall  be  binding  unless  signed  by  the  party  against  whom
               enforcement is sought.

         (f)      Indemnification

               Each party shall  indemnify and hold harmless the other party and
               its affiliates or other related entities from and against any and
               all losses, damages, liabilities and claims (including legal fees
               and  costs)  arising  out of any  breach of any of the  breaching
               party's  obligations  contained  in  or  made  pursuant  to  this
               Agreement.

               IN NO EVENT WILL LICENSOR'S LIABILITY UNDER THIS AGREEMENT EXCEED
               THE AGGREGATE  AMOUNT OF THE CUMULATIVE  LICENSE FEES AND ROYALTY
               FEES PAID UNDER THIS AGREEMENT AS OF THE DATE THE INDEMNIFICATION
               OBLIGATION  ARISES.  IN NO EVENT  SHALL  LICENSOR  BE  LIABLE  TO
               LICENSEE  FOR ANY LOST OR  ANTICIPATED  PROFITS,  OR ANY SPECIAL,
               INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES.

         (f)      Waiver

               Either  party's waiver of any default under this Agreement by the
               other shall not  constitute  a waiver of any  subsequent  or like
               default  or of  its  right  to  insist  upon  strict  performance
               thereof.  All remedies of either party shall be cumulative and no
               choice or remedy shall be deemed an election to the  exclusion of
               any other remedy.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.



GS CLEANTECH CORPORATION



By:     /s/ David Winsness
        -------------------------------------
            David Winsness
            Chief Executive Officer





GS AGRIFUELS CORPORATION



By:      /s/ Thomas W. Scozzafava
         -----------------------------------
             Thomas W. Scozzafava
             Chief Executive Officer





<PAGE>



                                    EXHIBIT A



                    DETAILED DESCRIPTION OF THE TECHNOLOGIES



Corn Oil Extraction Technology

Certain  intellectual  property rights to a method,  process and/or apparatus to
extract oil from  distillers  dried grain and other materials as provided for in
United  States  Patent  Application  Nos.  11/122,859,  11/241,231,  60/773,947,
60/813,264,  PCT/US05/28937 and PCT/US06/009238  (the "Patent  Application") and
any United  States  Patent  that  issues  therefrom;  any  continuing,  reissue,
continuation-in-part,  and extension application based on the Patent Application
now owned,  or which may be owned,  by Seller or under which  Seller now has, or
may in the  future  have,  the  right to grant  licenses;  (iii)  all know  how,
confidential, and trade secret information now known to Seller pertaining to the
technology described in the Patent Application.