013fCONSULTING AGREEMENT

THIS AGREEMENT, made as of the 23rd day of May, 2005, by and between GREENSHIFT
CORPORATION, having its principal office at 111 Howard Blvd., Suite 108, Mount
Arlington, New Jersey 07856 ("Consultant"), and TDS (TELEMEDICINE), INC., a New
York corporation ("TDST").

WHEREAS,  Consultant has substantial managerial,  legal, accounting,  regulatory
and merchant banking expertise;

WHEREAS,  TDST  is  seeking  to  complete  a  strategic  transaction  with  Alfa
Industries, Inc., and/or its affiliates (the "Strategic Transaction"); and,

WHEREAS, the parties which to enter into a consulting arrangement whereby
Consultant will provide TDST with its services to complete TDST's strategic
transaction.

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.   1.  ENGAGEMENT  AS  CONSULTANT.  TDST hereby  retains  Consultant to render
     consulting  services to TDST (the  "Consultant  Services").  The Consultant
     Services  shall  include,  but shall not be limited  to,  locating  interim
     management,  locating and negotiating with suitable acquisition candidates,
     negotiating  and settling  various claims of TDST's  creditors,  assistance
     with  bringing  TDST's  various  filings  up to date,  and  assisting  with
     creating and implementing a plan to restructure  TDST.

2.   2. TERM. The term of this  Agreement  shall commence as of the date hereof,
     and shall  continue  in full  force and effect for a period of one (1) year
     thereafter,  subject  to the  provisions  for  termination  as  hereinafter
     provided.

3.   3.  CONSULTING  FEES.  TDST shall complete a 100:1 reverse stock split (the
     "Reverse Split"), after which it will have 1,200,000 shares of common stock
     outstanding.  In return for the Consultant  Services,  the Consultant shall
     receive the following:

     (a)  THREE MILLION  (3,000,000)  split-adjusted  shares of registered  TDST
          common stock  immediately  upon completion of the Reverse Split; .

     (b)  ONE  HUNDRED  FIFTY  THOUSAND  DOLLARS   ($150,000)  in  the  form  of
          registered and  price-protected  TDST common stock, which shares shall
          be due and payable to the  Consultant  upon the  completion by TDST of
          the Strategic  Transaction;  and,

     (c)  Reimbursement  of the expenses  incurred by the Consultant  during its
          performance   hereunder   in  the  form  of   additional   shares   of
          price-protected  TDST  common  stock,  which  shares  shall be due and
          payable to the Consultant upon the completion by TDST of the Strategic
          Transaction.

     (d)  Price-Protection  Mechanics.  The  shares of TDST  common  stock to be
          issued to the  Consultant  pursuant to  Sections  3(b) and 3(c) hereof
          (the "Protected  Shares") shall be fully  price-protected by TDST such
          that they  shall be and at all  times  remain  equal to the  aggregate
          dollar  amount  paid  to  Consultant   hereunder  upon  issuance  (the
          "Protected  Amount").  If,  at any time  after  the  initial  issuance
          hereunder,  the  Protected  Shares are worth  less than the  Protected
          Amount,  then TDST  shall  issue to  Consultant  additional  Protected
          Shares  such that the total  amount of  Protected  Shares  held by the
          Consultant is and remains at all times equal to the Protected  Amount;
          provided,  however,  that the Protected Amount shall be reduced by the
          amount  of any  cash  proceeds  received  by the  Consultant  upon any
          liquidation by the Consultant of any Protected Shares.

4.   INDEPENDENT  CONTRACTOR.  It is  expressly  understood  and agreed that the
     services to be provided by  Consultant  under this  Agreement  are services
     rendered by it solely as an  independent  contractor and not as an employee
     of TDST.  Consultant  shall not be  authorized  to  create  or  assume  any
     liability  or  obligation  of any kind  for or on  behalf  of  TDST.  As an
     independent  contractor,  Consultant  shall  remain fully  responsible  for
     complying   with  all   applicable   federal  and  state  laws  and,   more
     specifically,  for  payment  of all  taxes or  contributions  which  may be
     payable  based  upon  Consultant'  s  receipt  of  compensation  hereunder,
     including,  but not limited  to,  federal and state  income  taxes,  social
     security taxes,  unemployment  compensation taxes, and any other applicable
     taxes or business license fees.

2.       5. PROPRIETARY RIGHTS AND CONFIDENTIALITY.

     (a)  Except as expressly set forth herein,  neither this  Agreement nor any
          services to be performed  hereunder  shall be construed as granting to
          Consultant  any  license  or  right  in or to any  patent,  copyright,
          trademark or other proprietary right of TDST.

     (b)  The parties  acknowledge that their relationship with the other is one
          of high trust and  confidence and that in the course of performing the
          services  contemplated  by this Agreement each will have access to and
          contact with Proprietary  Information.  The parties agree that neither
          will,  during the term of this  Agreement  or at any time  thereafter,
          disclose  to others,  or use for its benefit or the benefit of others,
          any Proprietary Information.

     (c)  For purposes of this Agreement,  "Proprietary Information" shall mean,
          by way of illustration and not limitation, all information (whether or
          not patentable or  copyrightable or able to be protected by trademark)
          owned,  possessed  or  used  by  either  party,   including,   without
          limitation,   TDST's   technology   and  know-how   related   thereto,
          inventions,  formulas,  employee  information,  organizational  plans,
          customer information,  apparatus, equipment, trade secrets, processes,
          research,  reports,  technical  data,  know-how,  marketing  and brand
          plans,  strategic  and  business  plans,  brand names,  logos,  market
          research or analyses,  training materials and business  methodologies,
          projections,  forecasts,  unpublished financial  statements,  budgets,
          licenses, prices, costing and employee lists that are communicated to,
          learned of,  developed  or  otherwise  acquired by either party in the
          course of rendering performance hereof.

     (d)  The parties'  obligations  under this  Section  shall not apply to any
          information  that (i) is or becomes known to the general  public under
          circumstances  involving  no  breach by  Distributor  or others of the
          terms of this Section, (ii) is generally disclosed to third parties by
          the other  without  restriction  on such  third  parties,  or (iii) is
          approved for release by written  authorization of the president of the
          relevant  party.

     (e)  Upon  termination  of this Agreement or at any other time upon request
          by either party,  the requesting  party shall promptly  deliver to the
          other all records,  files, a computer-readable  version of all mailing
          lists and databases,  memoranda,  notes, designs, data, reports, price
          lists, customer lists, drawings,  plans, computer programs,  software,
          software  documentation,  sketches,  laboratory and research notebooks
          and  other  documents  (and  all  copies  or   reproductions  of  such
          materials) relating to the business of the requesting party.

     (f)  The parties represent that their performance under this Agreement does
          not, and shall not,  breach any agreement that obligates it to keep in
          confidence   any  trade  secrets  or   confidential   or   proprietary
          information  of its  own or of any  other  party  or to  refrain  from
          competing,  directly  or  indirectly,  with the  business of any other
          party.

6.   NOTICES.  Any notice required or permitted to be given under this Agreement
     shall be  sufficient  if in writing and if sent by certified or  registered
     mail, to the parties at the following addresses:

                  To the Corporation:
                  TDS (Telemedicine), Inc
                  111 Howard Blvd, Suite 108
                  Mount Arlington, New Jersey 07856


                  To Consultant:
                  GreenShift Corporation
                  111 Howard Blvd, Suite 108
                  Mount Arlington, New Jersey 07856


                  Any      notice required or permitted hereunder shall be
                           effective upon receipt.

7. 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.

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<PAGE>

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







     TDS (TELEMEDICINE), INC.

By: Roger Coomber Kevin Kreisler President Chairman and Chief Executive Officer





                                /s/ Kevin Kreisler
                                    -----------------------------
                                    Kevin Kreisler









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