MANAGEMENT SERVICES AGREEMENT

THIS  AGREEMENT,  made this 6th day of July,  2007,  by and  between  GREENSHIFT
CORPORATION,  having its  principal  office at 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").

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.   GreenShift's  executive and administrative staff have provided and continue
     to provide GSGF with substantial managerial, operational, technical, legal,
     accounting,  and other general  administrative  expertise (the  "Management
     Services");

D.   GSGF is in need of such services; and,

E.   The parties  which to enter into an  arrangement  whereby  GreenShift  will
     provide GSGF with its continuing Management Services.

NOW THEREFORE, in consideration of the mutual premises and covenants herein set
forth and for other good and valuable consideration, the receipt of which by
each of the parties hereto is hereby acknowledged, it is agreed as follows:

1.       ENGAGEMENT

GSGF hereby retains GreenShift to render the Management Services to GSGF.

2.       TERM

Except in the case of earlier termination, as hereinafter specifically provided,
the term (the "Services 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 (the "Initial Term"); provided,  however, that
after  expiration of the Initial Term,  this  Agreement and the Services  Period
shall  automatically  be renewed at the  expiration of the Initial Term and each
anniversary of such expiration  thereafter for successive one-year terms so that
the remaining term of this  Agreement and the Services  Period shall continue to
be one year at all times after  expiration of the employment  period unless GSGF
or  GreenShift  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.

3.       COMPENSATION

In return for the Management Services, GreenShift shall receive an annual fee of
ONE HUNDRED  FIFTY  THOUSAND  ($150,000.00)  DOLLARS,  U.S.  currency (the "Base
Fee"),  plus,  in the event  and to the  extent  that  GreenShift's  staff  (not
including   GreenShift's   executive   officers)  provides  Management  Services
(including, for example, GSGF approved management,  accounting and other general
administrative  services),  then GSGF shall pay for such  services  in cash at a
rate equal to GreenShift's cost plus 15% to provide such services plus (the "G&A
Services").  The Base Fee and the G&A Services shall be either,  at GreenShift's
sole option,  accrued or paid in the form of  registered  shares of common stock
until such time as GSGF generates sufficient positive cash flows to support cash
payment of said  amounts.  If GSGF  generates  cash flow  sufficient  to pay any
accrued fees in cash, GreenShift, at its sole option, may choose to receive cash
payment in lieu of registered  shares of GSGF.  After GSGF generates  sufficient
cash flows to service  said  amounts  regularly  in cash,  any  amounts  paid to
GreenShift  hereunder  shall be paid in cash by GSGF in  accordance  with GSGF's
normal  mode of  payment,  which  amount  shall be in cash on a  monthly  basis.
Additionally,  GSGF shall  reimburse  GreenShift  for  reasonable  and customary
expenses  incurred by GreenShift with third party vendors during its performance
hereunder  in the form of cash,  paid on the same  schedule  as  GSGF's  regular
expense reimbursement policies.

4.       MISCELLANEOUS

          A.   Corporate Authorization

               Each  party  represents  and  warrants  that it has  full  power,
               capacity and authority to execute and deliver this  Agreement and
               the  related  agreements,  and  to  consummate  the  transactions
               contemplated   hereby;   the   execution  and  delivery  of  this
               Agreement, and the consummation of the transactions  contemplated
               hereby,  have been duly and validly authorized by such party, and
               no other  proceedings  are necessary to authorize this Agreement,
               or to consummate the transactions  contemplated  hereby; and this
               Agreement  has been duly and validly  executed  and  delivered by
               such  party,  and  constitutes  the  legal,   valid  and  binding
               agreement of such party.

          B.   No Approvals Required

               There is no  authorization,  consent,  order or  approval  of, or
               notice to or filing required to be obtained or given in order for
               such party to execute and deliver this  Agreement,  to consummate
               the  transactions  contemplated  hereby and to fully  perform its
               obligations hereunder.

          C.   No Violations

               The execution,  delivery and  performance by either party of this
               Agreement,   and  the   consummation   by  either  party  of  the
               transactions  contemplated hereby and thereby,  will not, with or
               without  the  giving  of  notice  or lapse  of time or both,  (i)
               violate any  provision of law,  statute,  rule or  regulation  to
               which either party is subject,  (ii) violate any order,  judgment
               or decree  applicable  to either  party,  (iii)  conflict with or
               result in a breach or default  under any term or condition of the
               corporate  charter or bylaws of either party,  or (iv) violate or
               result in a breach or  default  of any term or  condition  of any
               contract or agreement with any third party.

          D.   Governing Law and Jurisdiction

               The rights and  obligations  of the parties under this  Agreement
               shall in all respects be governed by the laws of the State of New
               Jersey.  The parties  agree that venue and  jurisdiction  for any
               action arising out of this Agreement  shall be proper in and only
               in the  Superior  Court of the  State of New  Jersey,  County  of
               Passaic,  and the  parties  consent to the  jurisdiction  of such
               court.

          E.   Severability

               The provisions of this Agreement are intended to be severable. If
               any  term or  provision  of  this  Agreement  or the  application
               thereof to any person or circumstances  shall, to any extent,  be
               invalid or unenforceable,  the remainder of this Agreement or the
               application of such term or provision to persons or circumstances
               other  than  those  as to  which  it  shall  be held  invalid  or
               unenforceable  shall not be affected  thereby,  and each term and
               provision of this Agreement shall be valid and enforceable to the
               maximum extent permitted by law.

          F.   Counterparts; Effectiveness

               This Agreement may be executed in any number of counterparts  and
               any party hereto may execute any such counterpart,  each of which
               when executed and delivered shall be deemed to be an original and
               all of which counterparts taken together shall constitute but one
               and the same instrument. This Agreement shall become binding when
               one or more counterparts  taken together shall have been executed
               by all of the parties  reflected  as the  signatories  hereto and
               delivered to all of the other parties hereto.

          G.   Entire Agreement

               This  Agreement  constitutes  the entire  agreement  between  the
               parties with respect to the subject  matter of this Agreement and
               supersedes all prior  understandings and writings relating to the
               subject matter of this Agreement.

          H.   Waiver

               No failure by any party to insist upon the strict  performance of
               any covenant,  agreement,  term or condition of this Agreement or
               to exercise any right or remedy  consequent  upon a breach hereof
               shall  constitute  a  waiver  of any  such  breach  or any  other
               covenant,  agreement, term or condition. Any party by notice may,
               but shall be under no  obligation  to, waive any of its rights or
               any conditions to its obligations  hereunder,  or any covenant or
               agreement of any other party to this  Agreement.  No waiver shall
               be deemed  to have been made  unless  expressed  in  writing  and
               signed  by such  party.  No  waiver  shall  affect  or alter  the
               remainder  of  this  Agreement  but  each  and  every   covenant,
               agreement, term and condition hereof shall continue in full force
               and effect with respect to any other then  existing or subsequent
               breach.

          I.   Approvals and Consents

               Whenever the consent or approval of a party is required under any
               provision  of  this  Agreement  or a  matter  is  subject  to the
               satisfaction  of a party then,  except as otherwise  specifically
               provided in this  Agreement,  such party  shall not  unreasonably
               withhold such consent or approval,  shall not be  unreasonable in
               deciding  whether  such  matter  is  satisfactory,  and shall not
               unreasonably delay  communicating its decision.  Whenever in this
               Agreement it is provided that it shall be necessary for one party
               to have another party's  consent or approval to any action,  such
               consent or  approval  must be  received  in writing  prior to the
               taking of the action to which it relates.

          J.   Amendments

     This Agreement may not be modified or amended  without the written  consent
of all parties hereto.

               IN WITNESS  WHEREOF,  the parties have executed  this  MANAGEMENT
               SERVICES AGREEMENT as of the date first set forth above.

GS AGRIFUELS CORPORATION



By:      /S/ Thomas W. Scozzafava
             ----------------------------------
             Thomas W. Scozzafava
             President and Chief Executive Officer


GREENSHIFT CORPORATION


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