AMENDED AND RESTATED STOCK PLEDGE AGREEMENT
                   -------------------------------------------

This AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (this "Agreement") is effective
as of October 12, 2005 (the  "Effective  Date") by and between  Cornell  Capital
Partners,   LP  (the  "Pledgee"),   GreenShift   Corporation  (F/K/A  GreenWorks
Corporation) (the "Pledgor") and DAVID GONZALEZ,  ESQ., as escrow agent ("Escrow
Agent"). 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,  the Amended and  Restated  Stock  Pledge
Agreement of even date herewith,  the Amended and Restated Security Agreement of
even date herewith,  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

                                    RECITALS:

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; and

WHEREAS, to induce the Secured Party to purchase the Convertible  Debentures and
enter into all ancillary agreements and documents,  the Company hereby grants to
the Secured Party a security interest in and to the pledged property  identified
on Exhibit "A" hereto (collectively referred to as the "Pledged Property") until
the satisfaction of the Obligations, as defined herein below.

WHEREAS,  Pledgor and Pledgee  have agreed upon the identity of the Escrow Agent
and upon the form of this Agreement; and

WHEREAS,  the Escrow  Agent has  consented to act under this  Agreement  for the
purposes herein provided.

NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration  the receipt of which is hereby  acknowledged,  the parties hereto
agree as follows:

       1.     Defined  Terms.  All  capitalized  terms used herein which are not
defined  shall  have  the  meanings  given  to them in the  Securities  Purchase
Agreement.

       2.     Pledge  and Grant of  Security  Interest.  To secure  the full and
punctual payment and performance  when due (whether at the stated  maturity,  by
acceleration  or  otherwise)  of  the  (a)  obligations  under  the  Convertible
Debentures and the other Transaction  Documents and (b) all other  indebtedness,
obligations  and  liabilities  of Pledgor to Pledgee  whether  now  existing  or


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hereafter arising, direct or indirect,  liquidated or unliquidated,  absolute or
contingent,  due or not due and whether  under,  pursuant to or  evidenced  by a
note,  agreement,  guaranty,  instrument or otherwise ((a) and (b) collectively,
the "Indebtedness"),  Pledgor hereby pledges, assigns,  hypothecates,  transfers
and  grants  a  security  interest  to  Pledgee  in all of  the  following  (the
"Collateral"):

              (a)    the shares of stock set forth on Schedule A annexed  hereto
and  expressly  made a part  hereof  (the  "Pledged  Stock"),  the  certificates
representing  the Pledged Stock and all dividends,  cash,  instruments and other
property  or  proceeds  from  time to time  received,  receivable  or  otherwise
distributed in respect of or in exchange for any or all of the Pledged Stock;

              (b)    all additional shares of stock of any issuer of the Pledged
Stock (the  "Issuer")  from time to time  acquired by the Pledgor in any manner,
including,  without limitation,  stock dividends or a distribution in connection
with  any   increase  or  reduction   of  capital,   reclassification,   merger,
consolidation,  sale of assets,  combination of shares, stock split, spin-off or
split-off (which shares shall be deemed to be part of the  Collateral),  and the
certificates  representing  such  additional  shares,  and all dividends,  cash,
instruments  and  other  property  or  proceeds  from  time  to  time  received,
receivable or otherwise  distributed in respect of or in exchange for any or all
of such shares; and

              (c)    all  options  and  rights,  whether as an  addition  to, in
substitution  of or in  exchange  for any  shares of the  Pledged  Stock and all
dividends,  cash,  instruments  and other property or proceeds from time to time
received,  receivable or otherwise  distributed in respect of or in exchange for
any or all such options and rights.

              (d)    The Pledgor  shall at all times,  and  subject  only to the
default  provisions  hereof,  continue  to be  legal  and  record  owner  of the
Collateral.

       3.     Delivery  of  Collateral.   All   certificates   representing   or
evidencing  the Pledged  Stock shall be delivered to and held by or on behalf of
Pledgee pursuant hereto and shall be accompanied by duly executed instruments of
transfer or  assignment  in blank,  all in form and  substance  satisfactory  to
Pledgee.  Upon an Event of Default under any of the Secured  Debentures that has
occurred and is continuing  beyond any  applicable  grace period,  Pledgee shall
have the right, during such time in its discretion, after having provided notice
to the Pledgor  pursuant to the terms  hereof,  to transfer to or to register in
the name of Pledgee or any of its nominees any or all of the Pledged  Stock.  In
addition,  Pledgee shall have the right at such time to exchange certificates or
instruments  representing  or  evidencing  Pledged  Stock  for  certificates  or
instruments of smaller or larger denominations.

       4.     Representations and Warranties of Pledgor.  Pledgor represents and
warrants to Pledgee (which  representations  and  warranties  shall be deemed to
continue to be made until all of the Indebtedness has been paid in full) that:

              (a)    The execution,  delivery and performance by Pledgor of this
Agreement and the pledge of the Collateral  hereunder do not and will not result
in any violation of any agreement,  indenture,  instrument,  license,  judgment,
decree, order, law, statute,  ordinance or other governmental rule or regulation
applicable to Pledgor.

              (b)    This Agreement  constitutes the legal,  valid,  and binding
obligation of Pledgor enforceable against Pledgor in accordance with its terms.


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              (c)    Pledgor  is the direct and  exclusive  beneficial  owner of
each share of the Collateral.

              (d)    All of the  shares  of the  Pledged  Stock  have  been duly
authorized, validly issued and are fully paid and nonassessable.

              (e)    No  consent  or  approval   of  any  person,   corporation,
governmental body, regulatory authority or other entity, is or will be necessary
for (i) the  execution,  delivery and  performance of this  Agreement,  (ii) the
exercise by Pledgee of any rights with  respect to the  Collateral  or (iii) the
pledge  and  assignment  of,  and the  grant  of a  security  interest  in,  the
Collateral hereunder.

              (f)    There  are  no  pending  or,  to  the  best  of   Pledgor's
knowledge,  threatened actions or proceedings  before any court,  judicial body,
administrative  agency or arbitrator  which may materially  adversely affect the
Collateral.

              (g)    Pledgor has the requisite power and authority to enter into
this  Agreement and to pledge and assign the Collateral to Pledgee in accordance
with the terms of this Agreement.

              (h)    Pledgor owns each item of the  Collateral  and,  except for
the pledge and security  interest granted to Pledgee  hereunder,  the Collateral
shall be, immediately following the closing of the transactions  contemplated by
the  Securities  Purchase  Agreements,  free  and  clear of any  other  security
interest,  pledge,  claim, lien, charge,  hypothecation,  assignment,  offset or
encumbrance whatsoever (collectively, "Liens").

              (i)    There are no  restrictions on transfer of the Pledged Stock
contained  in the  certificate  of  incorporation  or  by-laws  of the Issuer or
otherwise  which have not otherwise been  enforceably  and legally waived by the
necessary parties.

              (j)    None of the Pledged Stock has been issued or transferred in
violation of the securities registration,  securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject.

              (k)    The pledge and  assignment of the  Collateral and the grant
of a security  interest  under  this  Agreement  vest in  Pledgee  all rights of
Pledgor in the Collateral as contemplated by this Agreement.

       5.     Covenants. Pledgor covenants that, until the Indebtedness shall be
satisfied in full:

              (a)    Pledgor  will  not  sell,  assign,  transfer,   convey,  or
otherwise dispose of its rights in or to the Collateral or any interest therein;
nor will  Pledgor  create,  incur or permit to exist  any Lien  whatsoever  with
respect to any of the Collateral or the proceeds thereof other than that created
hereby.

              (b)    Pledgor will, at its expense, defend Pledgee's right, title
and security  interest in and to the Collateral  against the claims of any other
party.

              (c)    Pledgor shall at any time, and from time to time,  upon the
written  request of Pledgee,  execute and deliver such further  documents and do
such  further  acts and things as  Pledgee  may  reasonably  request in order to
effect  the  purposes  of this  Agreement  including,  but  without  limitation,


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delivering  to Pledgee upon the  occurrence  of an Event of Default  irrevocable
proxies in respect of the Collateral in form satisfactory to Pledgee.

       6.     Voting Rights and Dividends.  In addition to Pledgee's  rights and
remedies set forth in Section 9 hereof, in case an Event of Default under any of
the  Secured  Debentures  shall  have  occurred  and be  continuing  beyond  any
applicable cure period, Pledgee shall, unless waived, be entitled to collect and
receive for its own use cash dividends paid on the  Collateral,  and the Pledgor
shall continue to the  Collateral and be entitled to give consents,  waivers and
ratifications in respect of the Collateral, to the extent of any Collateral that
has not been liquidated  pursuant to the terms hereof.  Following the occurrence
of an Event of Default,  all dividends and all other distributions in respect of
any of the  Collateral,  shall be delivered to Pledgee to hold as Collateral and
shall,  if  received  by the  Pledgor,  be  received in trust for the benefit of
Pledgee,  be segregated from the other property or funds of the Pledgor,  and be
forthwith  delivered  to Pledgee as  Collateral  in the same form as so received
(with any necessary endorsement).

       7.     Concerning the Escrow Agent.

              (a)    The Escrow Agent  undertakes to perform only such duties as
are expressly  set forth herein and no implied  duties or  obligations  shall be
read into this Agreement against the Escrow Agent.

              (b)    The Escrow  Agent may act in  reliance  upon any writing or
instrument  or signature  which it, in good faith,  believes to be genuine,  may
assume the validity and accuracy of any statement or assertion contained in such
a writing or instrument,  and may assume that any person  purporting to give any
writing, notice, advice or instructions in connection with the provisions hereof
has been duly  authorized  to do so. The Escrow Agent shall not be liable in any
manner for the sufficiency or correctness as to form, manner, and execution,  or
validity of any  instrument  deposited in this escrow,  nor as to the  identity,
authority,  or right of any person  executing the same; and its duties hereunder
shall be limited to the safekeeping of such certificates,  monies,  instruments,
or  other  documents  received  by  it as  such  escrow  Pledgee,  and  for  the
disposition of the same in accordance with the written  instruments  accepted by
it in the escrow.

              (c)    Pledgee and Pledgor hereby agree, jointly and severally, to
defend and  indemnify  the Escrow  Agent and hold it  harmless  from any and all
claims, liabilities, losses, actions, suits, or proceedings at law or in equity,
or any other expenses,  fees, or charges of any character or nature which it may
incur or with which it may be threatened by reason of its acting as Escrow Agent
under this  Agreement,  except where arising out of willful  misconduct or gross
negligence;  and in connection therewith,  to indemnify the Escrow Agent against
any and all  expenses,  including  attorneys'  fees and costs of  defending  any
action,  suit, or  proceeding or resisting any claim.  The Escrow Agent shall be
vested with a lien on all property deposited  hereunder,  for indemnification of
attorneys' fees and court costs regarding any suit, proceeding or otherwise,  or
any other  expenses,  fees, or charges of any character or nature,  which may be
incurred by the Escrow Agent by reason of disputes arising between the makers of
this escrow as to the correct  interpretation of this Agreement and instructions
given to the Escrow Agent hereunder, or otherwise,  with the right of the Escrow
Agent, regardless of the instructions aforesaid, to hold said property until and
unless said additional expenses, fees, and charges shall be fully paid. Any fees
and costs charged by the Escrow Agent for serving hereunder shall be paid by the


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Borrower,  which fees and costs are specified in the Standby Equity Distribution
Agreement.

              (d)    If any two  parties  shall  be in  disagreement  about  the
interpretation  of this Agreement,  or about the rights and obligations,  or the
propriety of any action  contemplated by the Escrow Agent hereunder,  the Escrow
Agent may, at its sole discretion  deposit the Pledged  Materials with the Clerk
of the Circuit  Court of Hudson  County,  New Jersey,  and,  upon  notifying all
parties concerned of such action,  all liability on the part of the Escrow Agent
shall fully cease and  terminate.  The Escrow Agent shall be  indemnified by the
Borrower  and Pledgee for all costs,  including  reasonable  attorneys'  fees in
connection  with the  aforesaid  proceeding,  and  shall be fully  protected  in
suspending  all or a part of its activities  under this Agreement  until a final
decision or other settlement in the proceeding is received. (e) The Escrow Agent
may consult with counsel of its own choice (and the costs of such counsel  shall
be paid by Borrower and Pledgee) and shall have full and complete  authorization
and  protection  for any action  taken or suffered by it hereunder in good faith
and in  accordance  with the  opinion of such  counsel.  The Escrow  Agent shall
otherwise  not be liable for any mistakes of fact or error of  judgment,  or for
any actions or omissions of any kind, unless caused by its willful misconduct or
gross negligence.

              (f)    The Escrow Agent may resign upon thirty (30) days'  written

notice to the  parties in this  Agreement.  If a successor  Escrow  Agent is not
appointed  within this thirty (30) day period,  the Escrow  Agent may petition a
court of competent jurisdiction to name a successor.

       8.     Event of Default.  An "Event of Default" hereunder shall be deemed
to  have  occurred  upon  the  occurrence  of an  Event  of  Default  under  the
Convertible  Debentures.  The  Pledgee  shall give the  Pledgor 60 days  advance
written  notice of the  occurrence  of an Event of  Default  prior to taking the
actions specified in Section 9 hereof.  Such notice shall be deemed delivered if
the Pledgee  delivers  notice under any of the  Convertible  Debentures or other
Transaction  Documents.  Such  notice  shall not be in  addition  to any  notice
required  under  the  Convertible  Debentures  or any of the  other  Transaction
Documents.

       9.     In case an Event of Default shall have occurred and be continuing,
the Escrow  Agent shall be entitled  to exercise  all of the rights,  powers and
remedies  (whether  vested in it by this Agreement or by law) for the protection
and enforcement of its rights in respect of the Collateral,  including,  without
limitation,  all the rights and remedies of a secured  party upon default  under
the Uniform  Commercial  Code of the State of New Jersey,  and the Escrow  Agent
shall be entitled,  without limitation,  to exercise any or all of the following
rights, which each Pledgor hereby agrees to be commercially reasonable:

                            (i)    to receive all amounts  payable in respect of
                     the  Collateral  otherwise  payable under Section 6 to such
                     Pledgor;

                            (ii)   to transfer all or any part of the Collateral
                     into  Escrow  Agent's  name or the name of its  nominee  or
                     nominees;

                            (iii)  to accelerate any Secured Debenture which may
                     be accelerated in accordance  with its terms,  and take any
                     other lawful  action to collect upon any Secured  Debenture
                     (including,  without  limitation,  to make any  demand  for
                     payment thereon);


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                            (iv)   to vote all or any part of the Collateral (in
                     each  case  whether  or not  transferred  into  the name of
                     Escrow   Agent)  and  give  all   consents,   waivers   and
                     ratification in respect of the Collateral and otherwise act
                     with respect  thereto as though it were the outright  owner
                     thereof (each Pledgor hereby  irrevocably  constituting and
                     appointing Escrow Agent the proxy and  attorney-in-fact  of
                     such Pledgor,  with full power of  substitution  to do so);
                     and

                            (v)    at any  time  or from  time to time to  sell,
                     assign and deliver,  or grant  options to purchase,  all or
                     any part of the Collateral, or any interest therein, at any
                     public or private sale,  without  demand of  performance or
                     advertisement  or to redeem or otherwise  (all of which are
                     hereby waived by each Pledgor),  for cash, on credit or for
                     other property,  for immediate or future  delivery  without
                     any assumption of credit risk, and for such price or prices
                     and on  such  terms  as  Escrow  Agent  in  its  reasonable
                     discretion may  determine,  provided that at least 10 days'
                     notice  of the time and  place  of any such  sale  shall be
                     given to such  Pledgor.  The Pledgee shall not be obligated
                     to make such sale of  Collateral  regardless of whether any
                     such  notice  of sale  has  theretofore  been  given.  Each
                     purchaser  at any such sale shall hold the property so sold
                     absolutely  free from any claim or right on the part of any
                     Pledgor, and each Pledgor hereby waives and releases to the
                     fullest  extent  permitted  by law any  right or  equity of
                     redemption with respect to the  Collateral,  whether before
                     or  after  sale  hereunder,  and all  rights,  if  any,  of
                     marshalling  the  Collateral and any other security for the
                     Obligations  or  otherwise.   At  any  such  sale,   unless
                     prohibited by applicable  law, Escrow Agent may bid for and
                     purchase  all or any part of the  Collateral  so sold  free
                     from any such right or equity of  redemption.  The  Pledgee
                     shall not be liable for failure to collect or realize  upon
                     any or all of the  Collateral  or for any delay in so doing
                     nor shall it be under  any  obligation  to take any  action
                     whatsoever with regard thereto.

       10.    Remedies, etc., Cumulative. Each right, power and remedy of Escrow
Agent provided for in this Agreement or any other Documents, or now or hereafter
existing at law or in equity or by statute  shall be cumulative  and  concurrent
and shall be in  addition  to every  other  such  right,  power or  remedy.  The
exercise or  beginning of the exercise by Escrow Agent of any one or more of the
rights, powers or remedies provided for in this Agreement or any other Documents
or now or  hereafter  existing  at law or in equity or by statute  or  otherwise
shall not preclude  the  simultaneous  or later  exercise by Escrow Agent of all
such other  rights,  powers or remedies,  and no failure or delay on the part of
Escrow  Agent to exercise  any such right,  power or remedy  shall  operate as a
waiver  thereof.  Unless  otherwise  required by the Documents,  no notice to or
demand on any  Pledgor  in any case  shall  entitle  it to any other or  further
notice or demand in similar or other circumstances or constitute a waiver of any
of the rights of Escrow Agent to any other further  action in any  circumstances
without demand or notice.  The Lender shall have the full power to enforce or to
assign or contract is rights under this Agreement to a third party.

       11.    Further Assurances;  Power-Of-Attorney. (a) Pledgor agrees that it
will join with the Escrow Agent in executing and, at such Pledgor's own expense,


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file and refile under the Uniform  Commercial  Code such  financing  statements,
continuation  statements and other documents in such offices as the Escrow Agent
may reasonably deem necessary or appropriate and wherever  required or permitted
by law in order to perfect and preserve the Pledgee's  security  interest in the
Collateral  hereunder and hereby  authorizes  the Escrow Agent to file financing
statements and amendments  thereto relative to all or any part of the Collateral
without the signature of such Pledgor where  permitted  bylaw,  and agrees to do
such further acts and things and to execute and deliver to the Escrow Agent such
additional  conveyances,  assignments,  agreements and instruments as the Escrow
Agent may reasonably  require or reasonably  deem advisable to carry into effect
the purposes of this Agreement or to further assure and confirm unto the Pledgee
its rights, powers and remedies hereunder or thereunder.

              (b)    Each  Pledgor   hereby   appoints  the  Escrow  Agent  such
Pledgor's  attorney-in-fact,  with full authority in the place and stead of such
Pledgor and in the name of such Pledgor or  otherwise,  to act from time to time
after the  occurrence  and during the  continuance of an Event of Default in the
Escrow  Agent's  reasonable  discretion  to take any action  and to execute  any
instrument  which the Escrow Agent may deem necessary or advisable to accomplish
the purposes of this Agreement.

       12.    Proceeds  of  Sale.  The  proceeds  of any  collection,  recovery,
receipt,  appropriation,  realization or sale of the Collateral shall be applied
by Pledgee as follows:

              (a)    First, to the payment of all costs, reasonable expenses and
charges of Pledgee and to the  reimbursement of Pledgee for the prior payment of
such costs, reasonable expenses and charges incurred in connection with the sale
or any other disposition of any of the Collateral, as well as to the expenses of
any attorneys'  fees and  reasonable  expenses,  court costs,  any other fees or
expenses incurred or expenditures or advances made by Pledgee in the protection,
enforcement or exercise of its rights, powers or remedies hereunder;

              (b)    Second, to the payment of the Indebtedness then due; and,

              (c)    Third,  to the  extent of any  surplus  to  Pledgor or as a
court of competent jurisdiction may direct.

              In  the  event  that  the  proceeds  of  any collection, recovery,
receipt,  appropriation,  realization  or sale are  insufficient  to satisfy the
Indebtedness, Pledgor shall be liable for the deficiency plus the costs and fees
of any attorneys employed by Pledgee to collect such deficiency.

       13.    Expenses.  The Collateral  shall secure,  and Pledgor shall pay to
Pledgee  on  demand,  from time to time,  all  reasonable  costs  and  expenses,
(including but not limited to, reasonable  attorneys' fees and costs, taxes, and
all transfer,  recording,  filing and other  charges) of, or incidental  to, the
custody,  care,  transfer,   administration  of  the  Collateral  or  any  other
collateral,   or  in  any  way  relating  to  the  enforcement,   protection  or
preservation  of the rights or remedies of Pledgee under this  Agreement or with
respect to any of the Indebtedness.

       14.    Waivers.  EACH PARTY HERETO HEREBY  EXPRESSLY  WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND,  ACTION OR CAUSE OF ACTION (A) ARISING UNDER
THIS  AGREEMENT  OR ANY OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  EXECUTED OR


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DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED
OR DELIVERED BY THEM IN CONNECTION HEREWITH,  OR THE TRANSACTIONS RELATED HERETO
OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,  AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE  AND EACH PARTY HERETO  HEREBY  AGREES
AND CONSENTS THAT ANY CLAIM, DEMAND,  ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY  COURT  TRIAL  WITHOUT  A JURY,  AND  THAT ANY  PARTY  MAY  FILE AN  ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN  EVIDENCE OF THE
CONSENT OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

       15.    Captions.  All captions in this Agreement are included  herein for
convenience of reference  only and shall not  constitute  part of this Agreement
for any other purpose.

       16.    Miscellaneous.

              (a)    This Agreement  constitutes  the entire and final agreement
among the  parties  with  respect to the  subject  matter  hereof and may not be
changed, terminated or otherwise varied except by a writing duly executed by the
parties hereto.

              (b)    No  waiver  of any  term or  condition  of this  Agreement,
whether by delay,  omission or otherwise,  shall be effective  unless in writing
and signed by the party  sought to be  charged,  and then such  waiver  shall be
effective only in the specific instance and for the purpose for which given.

              (c)    In the event that any  provision  of this  Agreement or the
application thereof to Pledgor or any circumstance in any jurisdiction governing
this  Agreement  shall,  to any extent,  be invalid or  unenforceable  under any
applicable statute,  regulation,  or rule of law, such provision shall be deemed
inoperative  to the extent that it may  conflict  therewith  and shall be deemed
modified  to  conform  to such  statute,  regulation  or  rule  of law,  and the
remainder  of  this  Agreement  and  the  application  of any  such  invalid  or
unenforceable provision to parties,  jurisdictions,  or circumstances other than
to whom or to which it is held  invalid or  unenforceable  shall not be affected
thereby,  nor shall same  affect the  validity  or  enforceability  of any other
provision of this Agreement.

              (d)    This Agreement shall be binding upon Pledgor, and Pledgor's
successors  and  assigns,  and shall  inure to the  benefit of  Pledgee  and its
successors and assigns.

              (e)    Any notice or other  communication  required  or  permitted
pursuant  to this  Agreement  shall  be given in  accordance  with the  Purchase
Agreement.

              (f)    This  Agreement  shall be  governed  by and  construed  and
enforced in all respects in accordance  with the laws of the State of New Jersey
applied to contracts to be performed wholly within the State of New Jersey.

              (g)    THE  VALIDITY,   INTERPRETATION  AND  PERFORMANCE  OF  THIS
AGREEMENT  SHALL BE DETERMINED  IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW
JERSEY APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT STATE
EXCEPT TO THE EXTENT THAT FEDERAL LAW APPLIES. THE PARTIES HERETO AGREE THAT ANY


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<PAGE>


DISPUTES, CLAIMS, DISAGREEMENTS,  LAWSUITS, ACTIONS OR CONTROVERSIES OF ANY TYPE
OR NATURE WHATSOEVER THAT, DIRECTLY OR INDIRECTLY,  ARISE FROM OR RELATE TO THIS
AGREEMENT,  INCLUDING,  WITHOUT  LIMITATION,  CLAIMS RELATING TO THE INDUCEMENT,
CONSTRUCTION,  PERFORMANCE OR TERMINATION OF THIS AGREEMENT, SHALL BE BROUGHT IN
THE STATE OR  FEDERAL  COURTS  LOCATED IN HUDSON  COUNTY,  NEW  JERSEY,  AND THE
PARTIES  HERETO AGREE NOT TO CHALLENGE  THE  SELECTION OF THAT VENUE IN ANY SUCH
PROCEEDING FOR ANY REASON,  INCLUDING,  WITHOUT LIMITATION,  ON THE GROUNDS THAT
SUCH VENUE IS AN INCONVENIENT FORUM.

              (h)    Unless  otherwise  provided herein,  all demands,  notices,
consents,  service of process, requests and other communications hereunder shall
be in writing and shall be delivered in person or by overnight  courier service,
or mailed by certified mail, return receipt requested, addressed:

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



              With a copy to:           Cornell Capital Partners, LP
                                        101 Hudson Street -Suite 3700
                                        Jersey City, NJ 07302
                                        Attention:      Troy J. Rillo, Esq.
                                                        Managing Director
                                        Telephone:      (201) 985-8300
                                        Facsimile:      (201) 985-8266



If to the Pledgor:                      GreenShift Corporation.
                                        111 Howard Street, Suite 108
                                        Mount Arlington, New Jersey 07856
                                        Attention:      Kevin Kreisler, Chief
                                                        Executive Officer
                                        Telephone:      973-398-8183
                                        Facsimile:      973-398-8037


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<PAGE>


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 such notice  shall be  effective  (a) when  delivered,  if delivered by hand
delivery or overnight courier service, (b) upon receipt, when sent via facsimile
(provided   conformation  of  transmission  is  mechanically  or  electronically
generated  and kept on file by the sending  party);  or (c) upon  expiration  of
three (3) days  following  the date sent if sent by Federal  Express (or similar
overnight courier service).

              (i)    This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original  and all of which when taken  together
shall constitute one and the same agreement.  Any signature delivered by a party
by facsimile transmission shall be deemed an original signature hereto.



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

                                          Pledgee:
                                          CORNELL CAPITAL PARTNERS, LP

                                          By:      Yorkville Advisors, LLC
                                          Its:     General Partner

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

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

                                          By: /s/ Kevin Kreisler
                                          Name:    Kevin Kreisler
                                          Title:   Chairman and
                                                   Chief Executive Officer

                                          Escrow Agent:


                                          By: /s/ David Gonzalez
                                          Name:    David Gonzalez, Esq.


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<PAGE>


                    SCHEDULE A TO THE STOCK PLEDGE AGREEMENT
                    ----------------------------------------


                                  Pledged Stock
                                  -------------


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

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











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