AMENDMENT NO. 1 TO CONSULTING AGREEMENT

THIS AMENDMENT is made effective as of this 1st day of July, 2005


AMONG:

                  GREENSHIFT CORPORATION, a company formed pursuant to the laws
                  of the State of Delaware and having an office for business
                  located at 111 Howard Blvd., Suite 108, Mount Arlington, New
                  Jersey 07856 (referred to herein individually as "GreenShift"
                  or as the "Consultant")


AND:

                  TDS (TELEMEDICINE), INC. (referred to herein as "TDST")

WHEREAS, Consultant and Seller are parties to that certain Consulting Agreement,
dated as of dateYear2005Day23Month5May 23, 2005 (the "Consulting Agreement");

WHEREAS,  the  parties  wish  to  amend  certain  provisions  of the  Consulting
Agreement,  but wish to have the Consulting Agreement continue in full force and
effect;

NOW,  THEREFORE,  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.   Section 3 the  Consulting  Agreement is hereby amended in its entirety
          as follows:

     "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  execution
               hereof, and FIFTY THOUSAND DOLLARS ($50,000) per calendar quarter
               until such time as the Strategic Transaction is complete; and,

          (c)  Reimbursement of the expenses  incurred by the Consultant  during
               its performance  hereunder in the form of cash and/or  additional
               shares of  price-protected  TDST common stock, which shares shall
               be due  and  payable  to the  Consultant  as  such  expenses  are
               incurred.

          (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."

2.   This  Agreement  shall be governed by all other terms and conditions of the
     Purchase  Agreement,  which  remains  in full  force and  effect  except as
     otherwise provided herein.


                            [signature page follows]



<PAGE>







IN WITNESS WHEREOF the parties have executed this Amendment No. 1 effective as
of the day and year first above written.




GREENSHIFT CORPORATION


                       /s/ KEVIN KREISLER
                           --------------------------------------
                           KEVIN KREISLER Chairman




TDS (TELEMEDICINE), INC.


                       /s/ KEVIN KREISLER
                           --------------------------------------
                           KEVIN KREISLER Chairman