MANAGEMENT SERVICES AGREEMENT


THIS  AGREEMENT,  made  as of the  20th  day of  August,  2005,  by and  between
GREENSHIFT  CORPORATION,  having its principal office at 111 Howard Blvd., Suite
108, Mount Arlington,  New Jersey 07856  ("GreenShift"),  and HUGO INTERNATIONAL
TELECOM, INC. ("HGOI").


WHEREAS,  GreenShift has substantial managerial,  legal, accounting,  regulatory
and merchant banking expertise (the "Management Services");

WHEREAS, HGOI is in need of such services; and,

WHEREAS, the parties which to enter into an arrangement whereby GreenShift will
provide HGOI with its 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.  HGOI  hereby  retains  GreenShift  to  render  the  Management
     Services to HGOI (the "GreenShift Services"). The GreenShift Services shall
     include,  but shall not be limited  to,  providing  management  assistance,
     providing  assistance  with  business  and  other  development  activities,
     locating  additional  management,  locating,  negotiating  and  structuring
     suitable acquisitions,  and assisting with creating and implementing a plan
     to grow HGOI.


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;
     provided,  however,  that after expiration of the employment  period,  this
     Agreement and the Services Period shall automatically be renewed each April
     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.


3.   MANAGEMENT SERVICE FEES. In return for the GreenShift Services,  HGOI shall
     issue  GreenShift  a secured  promissory  note for the  following:  (a) ONE
     HUNDRED FIFTY  THOUSAND  DOLLARS  ($150,000) due and payable upon execution
     hereof for GreenShift Services through December 31, 2005, and then per year
     thereafter,  in the form of cash and/or  registered HGOI common stock.  (b)
     Reimbursement of the expenses incurred by GreenShift during its performance
     hereunder  in the  form of , in the  form of cash  and/or  registered  HGOI
     common stock.


4.   INDEPENDENT  CONTRACTOR.  It is  expressly  understood  and agreed that the
     services to be provided by  GreenShift  under this  Agreement  are services
     rendered by it solely as an  independent  contractor and not as an employee
     of HGOI.  GreenShift  shall not be  authorized  to  create  or  assume  any
     liability  or  obligation  of any kind  for or on  behalf  of  HGOI.  As an
     independent  contractor,  GreenShift  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  GreenShift'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.


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
          GreenShift  any  license  or  right  in or to any  patent,  copyright,
          trademark or other proprietary right of HGOI.


     (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. 2


     (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,   HGOI'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:
           HGOI
           111 Howard Blvd, Suite 108
           Mount Arlington, New Jersey 07856


           To GreenShift:
           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.


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


HUGO INTERNATIONAL TELECOM, INC.


By: /s/ Kevin Kreisler
    ----------------------------
        Kevin Kreisler
        Chairman


GREENSHIFT CORPORATION


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