AMENDED AND RESTATED SECURITY AGREEMENT
                     ---------------------------------------


       THIS  AMENDED AND  RESTATED  SECURITY  AGREEMENT  (the  "Agreement"),  is
effective as of October 12, 2005, by and between  GREENSHIFT  CORPORATION (F/K/A
GREENWORKS  CORPORATION),  a Delaware  corporation (the "Company"),  and CORNELL
CAPITAL  PARTNERS,   LP  (the  "Secured   Party").   For  the  purposes  hereof,
"Transaction  Documents"  means the Securities  Purchase  Agreement of even date
herewith between the Obligor and the Holder and any other agreement delivered in
connection  with this Agreement or existing  between the parties hereto prior to
the date hereof, including,  without limitation, the Convertible Debenture dated
April 1, 2005 in the principal amount of $2,535,611,  the Convertible  Debenture
dated  July 15,  2005 in the  principal  amount  of  $565,000,  the  Convertible
Debenture of even date  herewith in the  principal  amount of  $1,475,000,  this
Agreement,  the Amended and Restated  Registration Rights Agreement of even date
herewith,  the Escrow Agreement of even date herewith,  the Irrevocable Transfer
Agent  Instructions of even date herewith,  and any other instrument or contract
existing between the parties on or before the date hereof.

       WHEREAS,  The Secured Party is the holder of (i) that certain Amended and
Restated  Secured  Convertible  Debenture  dated April 1, 2005, in the principal
amount of $2,535,611,  (ii) that certain  Convertible  Debenture  dated July 15,
2005 in the  principal  amount of $565,000,  and (iii) that certain  Convertible
Secured  Debenture of even date herewith in the  aggregate  amount of $1,475,000
(collectively,  the "Convertible Debentures"), which are convertible into shares
of the  Company's  common  stock,  par value  $0.001  (the  "Common  Stock") (as
converted,  the  "Conversion  Shares"),  in the  respective  amounts  set  forth
opposite each Buyer(s)  name on Schedule I attached to the  Securities  Purchase
Agreement.

       NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained,  and for other good and valuable  consideration,  the adequacy
and receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                   ARTICLE 1.

                         DEFINITIONS AND INTERPRETATIONS
                         -------------------------------

       Section 1.1.  Recitals.
                     --------

       The above recitals are true and correct and are incorporated  herein,  in
their entirety, by this reference.

       Section 1.2.  Interpretations.
                     ---------------

       Nothing herein  expressed or implied is intended or shall be construed to
confer upon any person other than the Secured  Party any right,  remedy or claim
under or by reason hereof.



<PAGE>


       Section 1.3.  Obligations Secured.
                     -------------------

       The obligations secured hereby are any and all obligations of the Company
now  existing or  hereinafter  incurred to the Secured  Party,  whether  oral or
written  and whether  arising  before,  on or after the date  hereof  including,
without limitation,  those obligations of the Company to the Secured Party under
the Convertible  Debentures and the other Transaction  Documents  (collectively,
the "Obligations").

                                   ARTICLE 2.

              PLEDGED COLLATERAL, ADMINISTRATION OF COLLATERAL AND
              ----------------------------------------------------
                        TERMINATION OF SECURITY INTEREST
                        --------------------------------

       Section 2.1.  Pledged Property.
                     ----------------

              (a)    The  Company  hereby  pledges  to the  Secured  Party,  and
creates in the Secured Party for its benefit,  a security interest for such time
until the  Obligations  are paid in full,  in and to all of the  property of the
Company as set forth in Exhibit "A" attached hereto (collectively,  the "Pledged
Property");   provided,   however,  that  Secured  Party  agrees  that  it  will
subordinate its security  interest to the Pledged Property in the event that the
Company requests such subordination to establish a line of credit with a bank or
other financial institution.

       The Pledged  Property,  as set forth in Exhibit "A" attached hereto,  and
the  products  thereof  and the  proceeds  of all  such  items  are  hereinafter
collectively referred to as the "Pledged Collateral."

              (b)    Simultaneously  with the  execution  and  delivery  of this
Agreement,  the  Company  shall make,  execute,  acknowledge,  file,  record and
deliver to the Secured Party any documents  reasonably  requested by the Secured
Party to perfect its security interest in the Pledged  Property.  Simultaneously
with the  execution  and  delivery of this  Agreement,  the Company  shall make,
execute,  acknowledge  and  deliver  to the  Secured  Party such  documents  and
instruments, including, without limitation, financing statements,  certificates,
affidavits  and forms as may, in the Secured  Party's  reasonable  judgment,  be
necessary to effectuate,  complete or perfect, or to continue and preserve,  the
security interest of the Secured Party in the Pledged Property,  and the Secured
Party shall hold such documents and  instruments as a secured party,  subject to
the terms and conditions contained herein.

       Section 2.2.  Rights; Interests; Etc.
                     -----------------------


              (a)    So long as no Event of  Default  (as  hereinafter  defined)
shall have occurred and be continuing:

                     (i)    the Company  shall be  entitled to exercise  any and
all rights  pertaining  to the  Pledged  Property  or any part  thereof  for any
purpose not inconsistent with the terms hereof; and

                     (ii)   the Company  shall be entitled to receive and retain
any and all payments paid or made in respect of the Pledged Property.


                                       2
<PAGE>


              (b)    Upon the occurrence and during the  continuance of an Event
of Default:

                     (i)    All  rights of the  Company to  exercise  the rights
which it would otherwise be entitled to exercise  pursuant to Section  2.2(a)(i)
hereof and to receive payments which it would otherwise be authorized to receive
and retain  pursuant to Section  2.2(a)(ii)  hereof shall be suspended,  and all
such  rights  shall  thereupon  become  vested  in the  Secured  Party who shall
thereupon have the sole right to exercise such rights and to receive and hold as
Pledged Collateral such payments;  provided,  however, that if the Secured Party
shall  become  entitled  and shall elect to exercise its right to realize on the
Pledged Collateral  pursuant to Article 5 hereof, then all cash sums received by
the Secured  Party,  or held by Company for the benefit of the Secured Party and
paid over pursuant to Section  2.2(b)(ii)  hereof,  shall be applied against any
outstanding Obligations; and

                     (ii)   All interest,  dividends,  income and other payments
and  distributions  which are received by the Company contrary to the provisions
of Section  2.2(b)(i)  hereof  shall be received in trust for the benefit of the
Secured Party,  shall be segregated from other property of the Company and shall
be forthwith paid over to the Secured Party; or

                     (iii)  The Secured  Party in its sole  discretion  shall be
authorized to sell any or all of the Pledged  Property at public or private sale
in order to recoup all of the outstanding  principal plus accrued  interest owed
pursuant to the Convertible Debenture as described herein.

              (c)    An "Event  of  Default"  shall be  deemed to have  occurred
hereunder  upon a material  breach of the terms hereof or upon the occurrence of
an Event of Default under the Convertible Debentures.


                                   ARTICLE 3.

                          ATTORNEY-IN-FACT; PERFORMANCE
                          -----------------------------

       Section 3.1.  Secured Party Appointed Attorney-In-Fact.
                     ----------------------------------------

       Upon the occurrence of an Event of Default,  the Company hereby  appoints
the Secured Party as its attorney-in-fact,  with full authority in the place and
stead of the Company and in the name of the Company or  otherwise,  from time to
time in the  Secured  Party's  discretion  to take any action and to execute any
instrument  which the Secured Party may reasonably  deem necessary to accomplish
the purposes of this Agreement,  including,  without limitation,  to receive and
collect all instruments made payable to the Company representing any payments in
respect of the Pledged Collateral or any part thereof and to give full discharge
for the same.  The  Secured  Party may demand,  collect,  receipt  for,  settle,
compromise,  adjust, sue for,  foreclose,  or realize on the Pledged Property as
and when the Secured Party may determine. To facilitate collection,  the Secured
Party may notify account debtors and obligors on any Pledged Property or Pledged
Collateral to make payments directly to the Secured Party.


                                       3
<PAGE>


       Section 3.2.  Secured Party May Perform.
                     -------------------------

       If the  Company  fails to perform any  agreement  contained  herein,  the
Secured Party, at its option, may itself perform,  or cause performance of, such
agreement,  and  the  expenses  of the  Secured  Party  incurred  in  connection
therewith shall be included in the Obligations secured hereby and payable by the
Company under Section 8.3.

                                   ARTICLE 4.

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

       Section 4.1.  Authorization; Enforceability.
                     -----------------------------

       Each of the parties hereto  represents and warrants that it has taken all
action  necessary to authorize the execution,  delivery and  performance of this
Agreement  and the  transactions  contemplated  hereby;  and upon  execution and
delivery,  this Agreement shall constitute a valid and binding obligation of the
respective party, subject to applicable bankruptcy, insolvency,  reorganization,
moratorium  and similar laws  affecting  creditors'  rights or by the principles
governing the availability of equitable remedies.

       Section 4.2.  Ownership of Pledged Property.
                     -----------------------------

       The Company  warrants and represents  that it is the legal and beneficial
owner of the Pledged  Property  free and clear of any lien,  security  interest,
option or other charge or encumbrance  except for the security  interest created
by this Agreement.

                                   ARTICLE 5.

                    DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL
                    ----------------------------------------

       Section 5.1.  Default and Remedies.
                     --------------------

              (a)    If an Event of Default  described in Section  2.2(c)(i) and
(ii)  occurs,  then  in each  such  case  the  Secured  Party  may  declare  the
Obligations  to be due and  payable  immediately,  by a notice in writing to the
Company, and upon any such declaration, the Obligations shall become immediately
due and payable.  If an Event of Default  described in Sections  2.2(c)(iii)  or
(iv)  occurs  and is  continuing  for the  period  set forth  therein,  then the
Obligations  shall  automatically  become  immediately  due and payable  without
declaration or other act on the part of the Secured Party.

              (b)    Upon the  occurrence  of an Event of  Default,  the Secured
Party shall,:  (i) be entitled to receive all distributions  with respect to the
Pledged  Collateral,  (ii) to cause the Pledged  Property to be transferred into
the name of the Secured  Party or its  nominee,  (iii) to dispose of the Pledged
Property,  and (iv) to realize  upon any and all rights in the Pledged  Property
then held by the Secured Party.


                                       4
<PAGE>


       Section 5.2.  Method of Realizing Upon the Pledged Property:
                     Other Remedies.
                     ----------------------------------------------


       Upon the occurrence of an Event of Default, in addition to any rights and
remedies  available at law or in equity,  the following  provisions shall govern
the Secured Party's right to realize upon the Pledged Property:

              (a)    Any item of the  Pledged  Property  may be sold for cash or
other value in any number of lots at brokers  board,  public  auction or private
sale and may be sold without  demand,  advertisement  or notice (except that the
Secured Party shall give the Company ten (10) days' prior written  notice of the
time and place or of the time  after  which a private  sale may be made),  which
notice period is hereby  agreed to be  commercially  reasonable.  At any sale or
sales of the Pledged Property, the Company may bid for and purchase the whole or
any part of the Pledged  Property  and, upon  compliance  with the terms of such
sale, may hold,  exploit and dispose of the same without further  accountability
to the Secured  Party.  The Company  will  execute and  deliver,  or cause to be
executed and  delivered,  such  instruments,  documents,  assignments,  waivers,
certificates,  and  affidavits  and supply or cause to be supplied  such further
information and take such further action as the Secured Party  reasonably  shall
require in connection with any such sale.

              (b)    Any  cash  being  held  by the  Secured  Party  as  Pledged
Collateral  and all cash  proceeds  received by the Secured Party in respect of,
sale  of,  collection  from,  or other  realization  upon all or any part of the
Pledged Collateral shall be applied as follows:

                     (i)    to the payment of all amounts due the Secured  Party
for the expenses  reimbursable to it hereunder or owed to it pursuant to Section
8.3 hereof;

                     (ii)   to the  payment  of the  Obligations  then  due  and

unpaid.

                     (iii)  the  balance,  if  any,  to the  person  or  persons
entitled thereto, including, without limitation, the Company.

              (c)    In  addition  to all of the rights and  remedies  which the
Secured Party may have pursuant to this Agreement,  the Secured Party shall have
all of the rights and remedies provided by law,  including,  without limitation,
those under the Uniform Commercial Code.

                     (i)    If the  Company  fails to pay such  amounts due upon
the  occurrence  of an Event of Default  which is  continuing,  then the Secured
Party may institute a judicial  proceeding for the collection of the sums so due
and unpaid,  may prosecute  such  proceeding to judgment or final decree and may
enforce the same against the Company and collect the monies  adjudged or decreed
to be payable in the manner  provided  by law out of the  property  of  Company,
wherever situated.

                     (ii)   The  Company  agrees that it shall be liable for any
reasonable fees,  expenses and costs incurred by the Secured Party in connection
with  enforcement,  collection and  preservation of the  Transaction  Documents,
including,  without  limitation,  reasonable  legal fees and expenses,  and such
amounts shall be deemed  included as  Obligations  secured hereby and payable as
set forth in Section 8.3 hereof.


                                       5
<PAGE>


       Section 5.3.  Proofs of Claim.
                     ---------------

       In case of the  pendency of any  receivership,  insolvency,  liquidation,
bankruptcy,  reorganization,   arrangement,  adjustment,  composition  or  other
judicial proceeding relating to the Company or the property of the Company or of
such other obligor or its creditors,  the Secured Party (irrespective of whether
the  Obligations  shall  then be due and  payable  as  therein  expressed  or by
declaration  or otherwise  and  irrespective  of whether the Secured Party shall
have made any demand on the Company for the payment of the Obligations), subject
to the rights of Previous Security Holders, shall be entitled and empowered,  by
intervention in such proceeding or otherwise:

                     (i)    to file and prove a claim  for the  whole  amount of
the  Obligations  and to file such other papers or documents as may be necessary
or advisable  in order to have the claims of the Secured  Party  (including  any
claim for the  reasonable  legal fees and  expenses and other  expenses  paid or
incurred by the  Secured  Party  permitted  hereunder  and of the Secured  Party
allowed in such judicial proceeding), and

                     (ii)   to collect and receive any monies or other  property
payable or  deliverable  on any such claims and to distribute  the same; and any
custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator  or  other
similar  official in any such judicial  proceeding  is hereby  authorized by the
Secured  Party to make such payments to the Secured Party and, in the event that
the Secured Party shall  consent to the making of such payments  directed to the
Secured  Party,  to pay to the Secured  Party any amounts  for  expenses  due it
hereunder.

       Section 5.4.  Duties Regarding Pledged Collateral.
                     -----------------------------------

       The Secured  Party shall have no duty as to the  collection or protection
of the Pledged  Property or any income thereon or as to the  preservation of any
rights pertaining thereto, beyond the safe custody and reasonable care of any of
the Pledged Property actually in the Secured Party's possession.

                                   ARTICLE 6.

                              AFFIRMATIVE COVENANTS
                              ---------------------

       The Company covenants and agrees that, from the date hereof and until the
Obligations  have been fully paid and satisfied,  unless the Secured Party shall
consent otherwise in writing (as provided in Section 8.4 hereof):

       Section 6.1.  Existence, Properties, Etc.
                     ---------------------------

              (a)    The Company shall do, or cause to be done,  all things,  or
proceed with due  diligence  with any actions or courses of action,  that may be
reasonably  necessary  (i) to maintain the  Company's  due  organization,  valid
existence and good standing  under the laws of its state of  incorporation,  and
(ii) to preserve and keep in full force and effect all qualifications,  licenses
and  registrations  in those  jurisdictions  in which the failure to do so could
have a Material Adverse Effect (as defined below); and (b) the Company shall not
do, or cause to be done,  any act  impairing the  Company's  corporate  power or
authority (i) to carry on the Company's  business as now conducted,  and (ii) to


                                       6
<PAGE>


execute or deliver this Agreement or any other document  delivered in connection
herewith, including, without limitation, any UCC-1 Financing Statements required
by the  Secured  Party  (which  other  loan  instruments  collectively  shall be
referred  to as the "Loan  Instruments")  to which it is or will be a party,  or
perform any of its  obligations  hereunder  or  thereunder.  For purpose of this
Agreement,  the term  "Material  Adverse  Effect"  shall mean any  material  and
adverse  affect as  determined by Secured  Party in its  reasonable  discretion,
whether  individually  or in the  aggregate,  upon  (a)  the  Company's  assets,
business,  operations,  properties or condition, financial or otherwise; (b) the
Company's  ability  to make  payment  as and  when due of all or any part of the
Obligations; or (c) the Pledged Property.

       Section 6.2.  Financial Statements and Reports.
                     --------------------------------

       The Company shall furnish to the Secured Party such financial data as the
Secured  Party may  reasonably  request.  Without  limiting the  foregoing,  the
Company  shall  furnish to the Secured  Party (or cause to be  furnished  to the
Secured Party) the following:

              (a)    as soon as practicable  and in any event within ninety (90)
days after the end of each fiscal year of the Company,  the balance sheet of the
Company as of the close of such fiscal  year,  the  statement  of  earnings  and
retained  earnings  of the  Company  as of the close of such  fiscal  year,  and
statement of cash flows for the Company for such fiscal year,  all in reasonable
detail,  prepared in accordance with generally  accepted  accounting  principles
consistently  applied,  certified  by the chief  executive  and chief  financial
officers  of the  Company  as  being  true  and  correct  and  accompanied  by a
certificate of the chief executive and chief financial  officers of the Company,
stating  that the Company  has kept,  observed,  performed  and  fulfilled  each
covenant,  term and condition of this  Agreement and the other Loan  Instruments
during such fiscal year and that no Event of Default  hereunder has occurred and
is  continuing,  or if an Event  of  Default  has  occurred  and is  continuing,
specifying  the nature of same,  the period of  existence of same and the action
the Company proposes to take in connection therewith;

              (b)    within thirty (30) days of the end of each calendar  month,
a balance  sheet of the Company as of the close of such month,  and statement of
earnings and retained earnings of the Company as of the close of such month, all
in reasonable  detail,  and prepared  substantially in accordance with generally
accepted  accounting  principles  consistently  applied,  certified by the chief
executive and chief financial officers of the Company as being true and correct;
and

              (c)    promptly upon receipt  thereof,  copies of all accountants'
reports  and  accompanying   financial  reports  submitted  to  the  Company  by
independent  accountants  in  connection  with each  annual  examination  of the
Company.

       Section 6.3.  Accounts and Reports.
                     --------------------

       The Company shall maintain a standard  system of accounting in accordance
with generally accepted accounting principles  consistently applied and provide,
at its sole expense, to the Secured Party the following:

              (a)    as  soon  as  available,  a copy  of any  notice  or  other
communication  alleging any nonpayment or other material  breach or default,  or
any  foreclosure or other action  respecting any material  portion of its assets


                                       7
<PAGE>


and properties,  received  respecting any of the  indebtedness of the Company in
excess of $50,000 (other than the  Obligations),  or any demand or other request
for  payment  under any  guaranty,  assumption,  purchase  agreement  or similar
agreement or arrangement respecting the indebtedness or obligations of others in
excess of $50,000,  including  any received  from any person acting on behalf of
the Secured Party or beneficiary thereof; and

              (b)    within   fifteen   (15)  days  after  the  making  of  each
submission or filing, a copy of any report, financial statement, notice or other
document,  whether  periodic or otherwise,  submitted to the shareholders of the
Company, or submitted to or filed by the Company with any governmental authority
involving  or  affecting  (i) the  Company  that could  have a Material  Adverse
Effect; (ii) the Obligations;  (iii) any part of the Pledged Collateral; or (iv)
any of the transactions contemplated in this Agreement or the Loan Instruments.

       Section 6.4.  Maintenance of Books and Records; Inspection.
                     --------------------------------------------

       The Company shall maintain its books,  accounts and records in accordance
with generally accepted accounting  principles  consistently applied, and permit
the Secured Party, its officers and employees and any  professionals  designated
by the  Secured  Party in  writing,  at any time to visit and inspect any of its
properties  (including but not limited to the collateral  security  described in
the  Transaction  Documents  and/or the Loan  Instruments),  corporate books and
financial  records,  and to discuss its accounts,  affairs and finances with any
employee, officer or director thereof.

       Section 6.5.  Maintenance and Insurance.
                     -------------------------

              (a)    The Company shall  maintain or cause to be  maintained,  at
its own expense,  all of its assets and  properties  in good  working  order and
condition,  subject to  ordinary  wear and tear,  making all  necessary  repairs
thereto and renewals and replacements thereof.

              (b)    The Company shall  maintain or cause to be  maintained,  at
its  own  expense,   insurance  in  form,   substance  and  amounts   (including
deductibles),  which the Company  deems  reasonably  necessary to the  Company's
business, (i) adequate to insure all assets and properties of the Company, which
assets and properties are of a character  usually  insured by persons engaged in
the same or similar business against loss or damage resulting from fire or other
risks included in an extended coverage policy; (ii) against public liability and
other tort claims that may be incurred by the Company;  (iii) as may be required
by the Transaction  Documents  and/or the Loan Instruments or applicable law and
(iv) as may be  reasonably  requested  by  Secured  Party,  all  with  adequate,
financially sound and reputable insurers.

       Section 6.6.  Contracts and Other Collateral.
                     ------------------------------

              The    Company shall perform all of its obligations  under or with
respect to each instrument,  receivable,  contract and other intangible included
in the Pledged  Property to which the Company is now or hereafter  will be party
on a  timely  basis  and in the  manner  therein  required,  including,  without
limitation, this Agreement.


                                       8
<PAGE>


       Section 6.7.  Defense of Collateral, Etc.
                     ---------------------------

       The Company shall defend and enforce its right, title and interest in and
to any part of: (a) the Pledged  Property;  and (b) if not  included  within the
Pledged  Property,  those assets and properties whose loss could have a Material
Adverse Effect.  The Company shall defend the Secured  Party's right,  title and
interest in and to each and every part of the Pledged Property, each against all
manner of claims and demands on a timely basis to the fullest  extent  permitted
by applicable law.

       Section 6.8.  Payment of Debts, Taxes, Etc.
                     -----------------------------

       The Company shall pay, or cause to be paid, all of its  indebtedness  and
other liabilities and perform, or cause to be performed,  all of its obligations
in accordance with the respective terms thereof, and pay and discharge, or cause
to be paid or discharged,  all taxes, assessments and other governmental charges
and levies  imposed upon it, upon any of its assets and  properties on or before
the last day on which the same may be paid without  penalty,  as well as pay all
other  lawful  claims  (whether  for  services,  labor,  materials,  supplies or
otherwise) as and when due.

       Section 6.9.  Taxes and Assessments; Tax Indemnity.
                     ------------------------------------

       The  Company  shall (a) file all tax returns  and  appropriate  schedules
thereto that are required to be filed under applicable law, prior to the date of
delinquency,  (b) pay and  discharge  all taxes,  assessments  and  governmental
charges or levies imposed upon the Company,  upon its income and profits or upon
any  properties  belonging  to it, prior to the date on which  penalties  attach
thereto,  and (c) pay all taxes,  assessments and governmental charges or levies
that,  if  unpaid,  might  become a lien or charge  upon any of its  properties;
provided,  however,  that the  Company in good faith may  contest  any such tax,
assessment,  governmental  charge or levy described in the foregoing clauses (b)
and (c) so long as appropriate reserves are maintained with respect thereto.

       Section 6.10. Compliance with Law and Other Agreements.
                     ----------------------------------------

       The Company shall maintain its business  operations and property owned or
used in connection  therewith in  compliance  with (a) all  applicable  federal,
state and  local  laws,  regulations  and  ordinances  governing  such  business
operations and the use and ownership of such property,  and (b) all  agreements,
licenses,  franchises,  indentures and mortgages to which the Company is a party
or by which the Company or any of its properties is bound.  Without limiting the
foregoing,  the Company shall pay all of its indebtedness promptly in accordance
with the terms thereof.

       Section 6.11. Notice of Default.
                     -----------------

       The  Company  shall  give  written  notice  to the  Secured  Party of the
occurrence  of any  default  or Event  of  Default  under  this  Agreement,  the
Transaction  Documents  or any other  agreement  of Company  for the  payment of
money, promptly upon the occurrence thereof.


                                       9
<PAGE>


       Section 6.12. Notice of Litigation.
                     --------------------

       The Company  shall give notice,  in writing,  to the Secured Party of (a)
any actions,  suits or  proceedings  wherein the amount at issue is in excess of
$50,000,  instituted by any persons against the Company, or affecting any of the
assets of the Company,  and (b) any dispute,  not resolved  within  fifteen (15)
days of the  commencement  thereof,  between the Company on the one hand and any
governmental  or regulatory  body on the other hand,  which might  reasonably be
expected  to have a  Material  Adverse  Effect  on the  business  operations  or
financial condition of the Company.

                                   ARTICLE 7.

                               NEGATIVE COVENANTS
                               ------------------

       The Company  covenants  and agrees  that,  from the date hereof until the
Obligations  have been fully paid and satisfied,  the Company shall not,  unless
the Secured Party shall consent otherwise in writing:

       Section 7.1.  Liens and Encumbrances.
                     ----------------------

       The Company shall not directly or indirectly make, create,  incur, assume
or permit to exist any assignment, transfer, pledge, mortgage, security interest
or other lien or  encumbrance  of any  nature in, to or against  any part of the
Pledged Property or of the Company's  capital stock, or offer or agree to do so,
or own or acquire or agree to acquire  any asset or  property  of any  character
subject to any of the foregoing  encumbrances  (including any  conditional  sale
contract or other title retention  agreement),  or assign,  pledge or in any way
transfer or encumber  its right to receive any income or other  distribution  or
proceeds from any part of the Pledged  Property or the Company's  capital stock;
or enter into any  sale-leaseback  financing  respecting any part of the Pledged
Property as lessee,  or cause or assist the inception or  continuation of any of
the foregoing.

       Section 7.1.  Articles, By-Laws, Mergers, Consolidations, Acquisitions
                     and Sales.
                     --------------------------------------------------------

       Without the prior express  written  consent of the Secured  Party,  which
consent shall not be unreasonably withheld, the Company shall not: (a) Amend its
Articles  of  Incorporation   or  By-Laws;   (b)  be  a  party  to  any  merger,
consolidation or corporate reorganization; (c) purchase or otherwise acquire all
or  substantially  all of the  assets or stock of, or any  partnership  or joint
venture  interest  in, any other  person,  firm or entity;  (d) sell,  transfer,
convey, grant a security interest in or lease all or any substantial part of its
assets;  nor (e)  create  any  subsidiaries  nor convey any of its assets to any
subsidiary in excess of $200,000 in the aggregate.

       Section 7.2.  Management, Ownership.
                     ---------------------

       Kevin  Kreisler  shall  remain  employed  by the  Company in his  current
capacity. This provision is a material factor in the Secured Party's willingness
to institute and maintain a lending relationship with the Company.


                                       10
<PAGE>


       Section 7.3.  Dividends, Etc.
                     --------------

       Except with respect to the Series A Preferred  Stock,  the Company  shall
not  declare  or pay any  dividend  of any  kind,  in cash,  on any class of its
capital stock, nor purchase,  redeem,  retire or otherwise acquire for value any
shares of such stock,  nor make any distribution of any kind in respect thereof,
nor make any return of capital to shareholders, nor make any payments in respect
of any pension, profit sharing, retirement, stock option, stock bonus, incentive
compensation  or similar  plan  (except as  required  or  permitted  hereunder),
without the prior written consent of the Secured Party,  which consent shall not
be unreasonably withheld.

       Section 7.4.  Conduct of Business.
                     -------------------

       The Company  will  continue to engage,  in an  efficient  and  economical
manner, in a business of the same general type as conducted by it on the date of
this Agreement.

       Section 7.5.  Places of Business.
                     ------------------

       The  location  of the  Company's  chief  place of  business is 111 Howard
Street,  Suite 108,  Mount  Arlington,  New Jersey 07856.  The Company shall not
change the location of its chief place of business,  chief  executive  office or
any place of business  disclosed to the Secured Party or move any of the Pledged
Property from its current location without thirty (30) days prior written notice
to the Secured Party in each instance.

                                   ARTICLE 8.

                                  MISCELLANEOUS
                                  -------------

       Section 8.1.  Notices.
                     -------

       All notices or other  communications  required or  permitted  to be given
pursuant to this  Agreement  shall be in writing and shall be considered as duly
given on:  (a) the date of  delivery,  if  delivered  in person,  by  nationally
recognized  overnight  delivery  service or (b) five (5) days  after  mailing if
mailed from within the  continental  United  States by  certified  mail,  return
receipt requested to the party entitled to receive the same:

        If to the Secured Party:         Cornell Capital Partners, LP
                                         101 Hudson Street-Suite 3700
                                         Jersey City, New Jersey 07302
                                         Attention:     Mark Angelo
                                                        Portfolio Manager
                                         Telephone:     (201) 986-8300
                                         Facsimile:     (201) 985-8266

        With a copy to:                  Cornell Capital Partners, LP
                                         101 Hudson Street-Suite 3700
                                         Jersey City, New Jersey 07302
                                         Attention:     Troy J. Rillo, Esquire
                                                        Managing Director
                                                        Capital Markets


                                       11
<PAGE>


                                         Telephone:     (201) 986-8300
                                         Facsimile:     (201) 985-8266


        If to the Company, to:           GreenShift Corporation
                                         111 Howard Street, Suite 108
                                         Mount Arlington, New Jersey 07856
                                         Attention:     Kevin Kreisler
                                         Telephone:     (973)-398-8183
                                         Facsimile:     (973)-398-8037

        With a copy to:                  Sonageri & Fallon
                                         411 Hackensack Ave
                                         Hackensack, New Jersey
                                         Attention:     James Sonageri, Esq.
                                         Telephone:     201-646-1000
                                         Facsimile:     201-646-1084

       Any party may change  its  address  by giving  notice to the other  party
stating its new address.  Commencing on the tenth (10th) day after the giving of
such notice, such newly designated address shall be such party's address for the
purpose of all notices or other communications required or permitted to be given
pursuant to this Agreement.

       Section 8.2.  Severability.
                     ------------

       If  any   provision   of  this   Agreement   shall  be  held  invalid  or
unenforceable,  such  invalidity or  unenforceability  shall attach only to such
provision and shall not in any manner affect or render invalid or  unenforceable
any other  severable  provision of this  Agreement,  and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.

       Section 8.3.  Expenses.
                     --------

       In the event of an Event of Default,  the Company will pay to the Secured
Party the amount of any and all  reasonable  expenses,  including the reasonable
fees  and  expenses  of its  counsel,  which  the  Secured  Party  may  incur in
connection  with: (i) the custody or  preservation  of, or the sale,  collection
from, or other realization upon, any of the Pledged Property;  (ii) the exercise
or enforcement of any of the rights of the Secured Party  hereunder or (iii) the
failure by the Company to perform or observe any of the provisions hereof.

       Section 8.4.  Waivers, Amendments, Etc.
                     -------------------------

       The Secured  Party's  delay or failure at any time or times  hereafter to
require  strict  performance  by  Company  of any  undertakings,  agreements  or
covenants shall not waiver,  affect,  or diminish any right of the Secured Party
under this Agreement to demand strict compliance and performance  herewith.  Any
waiver by the  Secured  Party of any Event of Default  shall not waive or affect


                                       12
<PAGE>


any other Event of Default, whether such Event of Default is prior or subsequent
thereto and whether of the same or a different type.  None of the  undertakings,
agreements  and  covenants of the Company  contained in this  Agreement,  and no
Event of Default,  shall be deemed to have been waived by the Secured Party, nor
may this  Agreement  be  amended,  changed  or  modified,  unless  such  waiver,
amendment,  change or  modification  is  evidenced by an  instrument  in writing
specifying  such waiver,  amendment,  change or  modification  and signed by the
Secured Party.

       Section 8.5.  Continuing Security Interest.
                     ----------------------------

       This Agreement shall create a continuing security interest in the Pledged
Property and shall: (i) remain in full force and effect until payment in full of
the  Obligations;  and (ii) be binding upon the Company and its  successors  and
heirs and (iii) inure to the benefit of the Secured Party and its successors and
assigns.  Upon the  payment  or  satisfaction  in full of the  Obligations,  the
Company shall be entitled to the return, at its expense,  of such of the Pledged
Property as shall not have been sold in  accordance  with  Section 5.2 hereof or
otherwise applied pursuant to the terms hereof.

       Section 8.6.  Independent Representation.
                     --------------------------

       Each party hereto acknowledges and agrees that it has received or has had
the opportunity to receive  independent legal counsel of its own choice and that
it has been sufficiently apprised of its rights and responsibilities with regard
to the substance of this Agreement.

       Section 8.7.  Applicable Law:  Jurisdiction.
                     -----------------------------

       This Agreement  shall be governed by and  interpreted in accordance  with
the laws of the State of New Jersey without regard to the principles of conflict
of laws.  The parties  further agree that any action between them shall be heard
in Hudson County,  New Jersey,  and expressly  consent to the  jurisdiction  and
venue of the  Superior  Court of New  Jersey,  sitting in Hudson  County and the
United States  District  Court for the District of New Jersey sitting in Newark,
New Jersey for the  adjudication of any civil action  asserted  pursuant to this
Paragraph.

       Section 8.8.  Waiver of Jury Trial.
                     --------------------

       AS A  FURTHER  INDUCEMENT  FOR THE  SECURED  PARTY  TO  ENTER  INTO  THIS
AGREEMENT AND TO MAKE THE FINANCIAL  ACCOMMODATIONS TO THE COMPANY,  THE COMPANY
HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING  RELATED IN ANY
WAY TO THIS  AGREEMENT  AND/OR  ANY  AND ALL  OTHER  DOCUMENTS  RELATED  TO THIS
TRANSACTION.

       Section 8.9.  Entire Agreement.
                     ----------------

       This Agreement  constitutes  the entire  agreement  among the parties and
supersedes any prior agreement or  understanding  among them with respect to the
subject matter hereof.


                                       13
<PAGE>


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


                                                 COMPANY:
                                                 GREENSHIFT CORPORATION (F/K/A
                                                 GREENWORKS CORPORATION)

                                                 By: /s/ Kevin Kreisler
                                                 Name:   Kevin Kreisler
                                                 Title:  Chairman and CEO


                                                 SECURED PARTY:
                                                 CORNELL CAPITAL PARTNERS, LP

                                                 By:     Yorkville Advisors, LLC
                                                 Its:    General Partner

                                                 By: /s/ Mark Angelo
                                                 Name:   Mark Angelo
                                                 Title:  Portfolio Manager




<PAGE>


                                    EXHIBIT A
                         DEFINITION OF PLEDGED PROPERTY
                         ------------------------------


       For the purpose of securing  prompt and complete  payment and performance
by the  Company  of all of the  Obligations,  the  Company  unconditionally  and
irrevocably hereby grants to the Secured Party a continuing security interest in
and to, and lien upon, the following Pledged Property of the Company:

              (a)    all goods of the Company,  including,  without  limitation,
machinery,  equipment, furniture,  furnishings,  fixtures, signs, lights, tools,
parts,  supplies  and  motor  vehicles  of every  kind and  description,  now or
hereafter owned by the Company or in which the Company may have or may hereafter
acquire any interest, and all replacements, additions, accessions, substitutions
and proceeds thereof,  arising from the sale or disposition  thereof,  and where
applicable,  the proceeds of insurance  and of any tort claims  involving any of
the foregoing;

              (b)    all  inventory of the Company,  including,  but not limited
to, all goods, wares,  merchandise,  parts, supplies,  finished products,  other
tangible  personal  property,  including such inventory as is temporarily out of
Company's  custody or possession  and including any returns upon any accounts or
other  proceeds,  including  insurance  proceeds,  resulting  from  the  sale or
disposition of any of the foregoing;

              (c)    all contract rights and general intangibles of the Company,
including, without limitation,  goodwill, trademarks, trade styles, trade names,
leasehold interests,  partnership or joint venture interests, patents and patent
applications,  copyrights,  deposit  accounts  whether  now  owned or  hereafter
created;

              (d)    all documents,  warehouse receipts, instruments and chattel
paper of the Company whether now owned or hereafter created;

              (e)    all accounts and other  receivables,  instruments  or other
forms of obligations and rights to payment of the Company  (herein  collectively
referred  to as  "Accounts"),  together  with the  proceeds  thereof,  all goods
represented  by such  Accounts  and all such goods that may be  returned  by the
Company's  customers,  and  all  proceeds  of any  insurance  thereon,  and  all
guarantees,  securities  and liens which the Company may hold for the payment of
any such  Accounts  including,  without  limitation,  all rights of  stoppage in
transit,  replevin and reclamation and as an unpaid vendor and/or lienor, all of
which  the  Company  represents  and  warrants  will be bona  fide and  existing
obligations of its respective customers, arising out of the sale of goods by the
Company in the ordinary course of business;

              (f)    to the extent assignable, all of the Company's rights under
all present and future authorizations,  permits,  licenses and franchises issued
or granted in connection with the operations of any of its facilities;

              (g)    all products and proceeds  (including,  without limitation,
insurance proceeds) from the above-described Pledged Property;


              (h)    all accounts and other  receivables,  instruments  or other
forms of obligations and rights to payment  arising from NorthValue  Properties,
LLC,  upon which entity the Secured Party has  previously  recorded its existing
security interest;


                                       A-1
<PAGE>


              (i)    all stock of the Company's various portfolio companies, the
amounts of which currently held by the Company are listed here:

-------------------------------------------- ------------------ ----------------
Issuer                                       Class of Stock     Number of Shares
-------------------------------------------- ------------------ ----------------

Veridium Corporation                         Common                 7,460,018

-------------------------------------------- ------------------ ----------------

Veridium Corporation                         Series A Preferred      627,122

-------------------------------------------- ------------------ ----------------

Veridium Corporation                         Series B Preferred      966,968

-------------------------------------------- ------------------ ----------------

Veridium Corporation                         Series C Preferred      750,000

-------------------------------------------- ------------------ ----------------

GreenWorks Engineering Corporation           Common                 1,500,000

-------------------------------------------- ------------------ ----------------

Coriolis Energy Corporation                  Common                 1,000,000

-------------------------------------------- ------------------ ----------------

GreenShift Industrial Design Corporation     Common                 1,000,000

-------------------------------------------- ------------------ ----------------

GreenShift Advanced Applications Corporation Common                 1,000,000

-------------------------------------------- ------------------ ----------------











                                      A-2