Dated: October 12, 2005

         NEITHER THIS DEBENTURE NOR THE SECURITIES  INTO WHICH THIS DEBENTURE IS
         CONVERTIBLE  HAVE BEEN  REGISTERED  WITH THE  SECURITIES  AND  EXCHANGE
         COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE IN RELIANCE UPON
         AN EXEMPTION  FROM  REGISTRATION  UNDER THE  SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
         SOLD EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE
         SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE  EXEMPTION  FROM,  OR IN A
         TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION  REQUIREMENTS  OF THE
         SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

No. CCP-3                                                             $1,475,000

              GREENSHIFT CORPORATION (F/K/A GREENWORKS CORPORATION)

                          Secured Convertible Debenture


                              Due October 12, 2007

         This  Secured  Convertible  Debenture  (the  "Debenture")  is issued by
GREENSHIFT  CORPORATION (F/K/A GREENWORKS  CORPORATION),  a Delaware corporation
(the "Obligor"),  to CORNELL CAPITAL  PARTNERS,  LP (the "Holder"),  pursuant to
that certain Securities Purchase Agreement (the "Securities Purchase Agreement")
of even date herewith.

         FOR VALUE RECEIVED, the Obligor hereby promises to pay to the Holder or
its  successors  and assigns the  principal  sum of  $1,475,000,  together  with
accrued but unpaid interest on the following terms:

         Payments. Interest on the outstanding principal balance hereof shall be
due and payable  monthly,  in arrears,  commencing on December 1, 2005 and shall
continue on the first day of each  calendar  month  thereafter  that any amounts
under this Debenture are due and payable  (each,  an "Interest  Payment  Date").
Principal  shall be due and payable in full on or before (the "Maturity  Date").
All payments in respect of the  indebtedness  evidenced  hereby shall be made in
collected funds, and shall be applied to principal, accrued interest and charges
and expenses  owing under or in connection  with this Debenture in such order as
the Holder  elects,  except that payments  shall be applied to accrued  interest
before principal. Notwithstanding the foregoing, this Debenture shall become due
and immediately  payable,  including all accrued but unpaid  interest,  upon the
closing of a Funding  Event (as  defined in Section 4 hereof) or  pursuant to an
Event of Default (as defined in Section 2 hereof).

         Interest.  Interest shall accrue on the outstanding  principal  balance
hereof at an annual rate equal to 5%.  Interest shall be calculated on the basis
of a 360-day year and the actual number of days elapsed, to the extent permitted
by applicable law. Interest hereunder will be paid to the Holder or its assignee
(as  defined in Section 4) in whose name this  Debenture  is  registered  on the


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<PAGE>


records of the Obligor  regarding  registration and transfers of Debentures (the
"Debenture Register").

         Right of  Redemption.  The Company at its option  shall have the right,
with three (3) business days advance written notice,  to redeem a portion or all
amounts outstanding under this Debenture prior to the Maturity Date.

         Security  Agreement.  This  Debenture  is  secured  by an  Amended  and
Restated  Security  Agreement (the  "Security  Agreement") of even date herewith
between the Obligor and the Holder, as amended from time to time. This Debenture
is also secured by an Amended and Restated  Stock Pledge  Agreement of even date
herewith (the "Pledge Agreement"), as amended from time to time.

         Consent of Holder to Sell Capital  Stock or Grant  Security  Interests.
Except  for the  capital  stock to be  issued  pursuant  to the  Standby  Equity
Distribution  Agreement of even date herewith  between the Obligator and Cornell
Capital Partners, LP, so long as any of the principal amount or interest on this
Debenture  remains unpaid and  unconverted,  the Obligor shall not,  without the
prior  consent of the Holder,  (i) issue or sell any common  stock or  preferred
stock with or without  consideration,  (ii) issue or sell any  preferred  stock,
warrant, option, right, contract, call, or other security or instrument granting
the  holder   thereof  the  right  to  acquire  common  stock  with  or  without
consideration,  (iii) enter into any security  instrument  granting the holder a
security  interest  in any of the  assets  of the  Obligor,  or  (iv)  file  any
registration statements on Form S-8.

         This Debenture is subject to the following additional provisions:

         Section 1.   This  Debenture  is  exchangeable  for an equal  aggregate
principal  amount  of  Debentures  of  different  authorized  denominations,  as
requested by the Holder  surrendering  the same. No service  charge will be made
for such registration of transfer or exchange.

         Section 2.   Events of Default.

         (a)      An "Event of Default",  wherever used herein, means any one of
the following  events  (whatever the reason and whether it shall be voluntary or
involuntary or effected by operation of law or pursuant to any judgment,  decree
or order of any court, or any order, rule or regulation of any administrative or
governmental body):

                  (i)      Any  default  in the  payment  of the  principal  of,
interest on or other charges in respect of this Debenture,  free of any claim of
subordination,  as and when the same shall become due and payable (whether on an
installment,  a Principal  Payment Date, an Interest  Payment Date, a Conversion
Date or the Maturity Date or by acceleration or otherwise);

                  (ii)     The  Obligor  shall fail to  observe  or perform  any
other  covenant,  agreement or warranty  contained  in, or otherwise  commit any
breach or default of any provision of this  Debenture  (except as may be covered
by Section 2(a)(i) hereof) or any Transaction Document (as defined in Section 4)
which is not cured with in the time prescribed;


                                       2
<PAGE>


                  (iii)    The Obligor or any  subsidiary  of the Obligor  shall
commence,  or there shall be commenced  against the Obligor or any subsidiary of
the  Obligor  under  any  applicable  bankruptcy  or  insolvency  laws as now or
hereafter in effect or any successor  thereto,  or the Obligor or any subsidiary
of  the  Obligor  commences  any  other  proceeding  under  any  reorganization,
arrangement,  adjustment of debt, relief of debtors, dissolution,  insolvency or
liquidation  or similar  law of any  jurisdiction  whether now or  hereafter  in
effect  relating  to the  Obligor or any  subsidiary  of the Obligor or there is
commenced  against  the  Obligor  or any  subsidiary  of the  Obligor  any  such
bankruptcy,  insolvency  or other  proceeding  which remains  undismissed  for a
period  of 61  days;  or  the  Obligor  or any  subsidiary  of  the  Obligor  is
adjudicated  insolvent  or  bankrupt;  or any  order of  relief  or other  order
approving  any  such  case or  proceeding  is  entered;  or the  Obligor  or any
subsidiary of the Obligor suffers any  appointment of any custodian,  private or
court  appointed  receiver  or the  like for it or any  substantial  part of its
property which continues undischarged or unstayed for a period of sixty one (61)
days; or the Obligor or any subsidiary of the Obligor makes a general assignment
for the benefit of  creditors;  or the Obligor or any  subsidiary of the Obligor
shall fail to pay,  or shall  state that it is unable to pay, or shall be unable
to pay, its debts generally as they become due; or the Obligor or any subsidiary
of the Obligor shall call a meeting of its creditors  with a view to arranging a
composition,  adjustment or  restructuring  of its debts;  or the Obligor or any
subsidiary of the Obligor shall by any act or failure to act expressly  indicate
its consent to,  approval of or  acquiescence  in any of the  foregoing;  or any
corporate  or other  action is taken by the  Obligor  or any  subsidiary  of the
Obligor for the purpose of effecting any of the foregoing;

                  (iv)     The Obligor or any  subsidiary  of the Obligor  shall
default in any of its  obligations  under any other  Debenture or any  mortgage,
credit agreement or other facility, indenture agreement,  factoring agreement or
other  instrument  under  which  there may be issued,  or by which  there may be
secured or evidenced any  indebtedness for borrowed money or money due under any
long term leasing or factoring  arrangement  of the Obligor or any subsidiary of
the Obligor in an amount  exceeding  $100,000,  whether  such  indebtedness  now
exists or shall  hereafter  be created  and such  default  shall  result in such
indebtedness  becoming or being  declared  due and payable  prior to the date on
which it would otherwise become due and payable;

                  (v)      The Common Stock shall cease to be quoted for trading
or listed for trading on the Nasdaq OTC Bulletin Board ("OTC"),  Nasdaq SmallCap
Market, New York Stock Exchange,  American Stock Exchange or the Nasdaq National
Market (each, a "Subsequent Market") and shall not again be quoted or listed for
trading thereon within five (5) Trading Days of such delisting;

                  (vi)     The Obligor or any subsidiary of the Obligor shall be
a party to any Change of Control Transaction (as defined in Section 4);

                  (vii)    The Obligor shall fail to file the Underlying  Shares
Registration Statement (as defined in Section 4) with the Commission (as defined
in Section 4), or the Underlying  Shares  Registration  Statement shall not have
been declared effective by the Commission,  in each case within the time periods
set forth in the Investor  Registration  Rights  Agreement of even date herewith
between the Obligor and the Holder;


                                       3
<PAGE>


                  (viii)   If  the   effectiveness  of  the  Underlying   Shares
Registration  Statement  lapses  for  any  reason  or the  Holder  shall  not be
permitted to resell the shares of Common Stock  underlying  this Debenture under
the Underlying Shares Registration Statement, in either case, for more than five
(5)  consecutive  Trading Days or an aggregate of eight Trading Days (which need
not be consecutive Trading Days);

                  (ix)     The  Obligor  shall  fail for any  reason to  deliver
Common Stock certificates to a Holder prior to the fifth (5th) Trading Day after
a Conversion  Date or the Obligor shall provide notice to the Holder,  including
by way of public announcement,  at any time, of its intention not to comply with
requests for conversions of this Debenture in accordance with the terms hereof;

                  (x)      The Obligor  shall fail for any reason to deliver the
payment in cash pursuant to a Buy-In (as defined  herein)  within three (3) days
after notice is claimed delivered hereunder; or

                  (xi)     Any Event of  Default on the  Convertible  Debentures
(the  "Original  Debenture")  dated as of April 1, 2005 and July 15, 2005 in the
original principal amounts of $2,535,611 and 565,000, respectively.  Further, an
Event of Default on this Debenture  shall  constitute an Event of Default on the
Original Debenture.

         (b)      During  the  time  that  any  portion  of  this  Debenture  is
outstanding,  if any Event of Default has occurred, the full principal amount of
this  Debenture,  together  with  interest  and other  amounts  owing in respect
thereof,  to the date of  acceleration  shall become at the  Holder's  election,
immediately due and payable in cash,  provided  however,  the Holder may request
(but shall have no  obligation  to  request)  payment of such  amounts in Common
Stock of the Obligor.  In addition to any other remedies,  the Holder shall have
the right (but not the  obligation)  to convert this Debenture at any time after
(x) an Event of Default or (y) the Maturity  Date at the  Conversion  Price then
in-effect.  The  Holder  need not  provide  and the  Obligor  hereby  waives any
presentment,  demand,  protest or other  notice of any kind,  and the Holder may
immediately  and without  expiration of any grace period  enforce any and all of
its rights and remedies  hereunder and all other remedies  available to it under
applicable law. Such  declaration may be rescinded and annulled by Holder at any
time prior to payment  hereunder.  No such  rescission or annulment shall affect
any subsequent Event of Default or impair any right consequent thereon.  Upon an
Event of Default,  notwithstanding  any other provision of this Debenture or any
Transaction  Document,  the Holder  shall have no  obligation  to comply with or
adhere to any  limitations,  if any, on the  conversion of this Debenture or the
sale of the Underlying Shares.

         Section 3.   Conversion.

         (a)      (i)      Conversion at Option of Holder.

                  (A)      This Debenture  shall be  convertible  into shares of
Common  Stock at the option of the  Holder,  in whole or in part at any time and
from time to time,  after the  Original  Issue  Date (as  defined  in Section 4)
(subject to the limitations on conversion set forth in Section 3(a)(ii) hereof).
The number of shares of Common Stock issuable upon a conversion hereunder equals
the sum of (i) the quotient  obtained by dividing (x) the outstanding  amount of


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<PAGE>


this  Debenture  to be  converted  by (y) the  Conversion  Price (as  defined in
Section  3(c)(i)).  The Obligor shall deliver Common Stock  certificates  to the
Holder prior to the Fifth (5th) Trading Day after a Conversion Date.

                  (B)      Notwithstanding  anything to the  contrary  contained
herein,  if on any Conversion  Date: (1) the number of shares of Common Stock at
the time  authorized,  unissued  and  unreserved  for all  purposes,  or held as
treasury  stock,  is  insufficient  to pay principal  and interest  hereunder in
shares of Common Stock; (2) the Common Stock is not listed or quoted for trading
on the OTC or on a  Subsequent  Market;  (3) the  Obligor  has  failed to timely
satisfy its conversion; or (4) the issuance of such shares of Common Stock would
result in a violation of Section  3(a)(ii),  then,  at the option of the Holder,
the Obligor,  in lieu of delivering  shares of Common Stock  pursuant to Section
3(a)(i)(A),  shall  deliver,  within three (3) Trading  Days of each  applicable
Conversion  Date,  an amount in cash  equal to the  product  of the  outstanding
principal  amount to be converted  plus any interest due therein  divided by the
Conversion  Price and multiplied by the highest  closing price of the stock from
date of the conversion notice till the date that such cash payment is made.

         Further,  if the  Obligor  shall  not  have  delivered  any cash due in
respect of conversion of this Debenture or as payment of interest thereon by the
fifth (5th) Trading Day after the Conversion  Date, the Holder may, by notice to
the Obligor,  require the Obligor to issue  shares of Common  Stock  pursuant to
Section  3(c),  except that for such  purpose the  Conversion  Price  applicable
thereto shall be the lesser of the Conversion  Price on the Conversion  Date and
the Conversion Price on the date of such Holder demand.  Any such shares will be
subject to the provisions of this Section.

                  (C)      The Holder shall effect  conversions by delivering to
the  Obligor a  completed  notice in the form  attached  hereto as  Exhibit A (a
"Conversion Notice").  The date on which a Conversion Notice is delivered is the
"Conversion  Date." Unless the Holder is converting the entire  principal amount
outstanding  under this  Debenture,  the Holder is not  required  to  physically
surrender  this  Debenture  to the  Obligor  in  order  to  effect  conversions.
Conversions  hereunder  shall  have  the  effect  of  lowering  the  outstanding
principal  amount of this Debenture plus all accrued and unpaid interest thereon
in an amount  equal to the  applicable  conversion.  The Holder and the  Obligor
shall maintain  records showing the principal  amount  converted and the date of
such conversions. In the event of any dispute or discrepancy, the records of the
Holder shall be controlling and  determinative in the absence of manifest error.

                  (ii)     Certain Conversion Restrictions.

                           (A)      A Holder may not convert  this  Debenture or
receive  shares of Common  Stock as payment of interest  hereunder to the extent
such conversion or receipt of such interest  payment would result in the Holder,
together  with any  affiliate  thereof,  beneficially  owning (as  determined in
accordance  with Section  13(d) of the  Exchange  Act and the rules  promulgated
thereunder)  in  excess of 4.9% of the then  issued  and  outstanding  shares of
Common  Stock,  including  shares  issuable upon  conversion  of, and payment of
interest  on, this  Debenture  held by such  Holder  after  application  of this
Section.  Since the Holder  will not be  obligated  to report to the Obligor the
number  of  shares  of  Common  Stock it may  hold at the  time of a  conversion
hereunder, unless the conversion at issue would result in the issuance of shares


                                       5
<PAGE>


of Common Stock in excess of 4.9% of the then outstanding shares of Common Stock
without regard to any other shares which may be beneficially owned by the Holder
or an affiliate  thereof,  the Holder shall have the authority and obligation to
determine  whether the  restriction  contained  in this  Section  will limit any
particular  conversion  hereunder  and to the extent that the Holder  determines
that the limitation  contained in this Section  applies,  the  determination  of
which portion of the principal amount of this Debenture is convertible  shall be
the  responsibility  and obligation of the Holder. If the Holder has delivered a
Conversion Notice for a principal amount of this Debenture that,  without regard
to any other  shares that the Holder or its  affiliates  may  beneficially  own,
would result in the issuance in excess of the permitted  amount  hereunder,  the
Obligor shall notify the Holder of this fact and shall honor the  conversion for
the maximum  principal  amount permitted to be converted on such Conversion Date
in  accordance  with the periods  described  in Section  3(a)(i)(A)  and, at the
option of the Holder, either retain any principal amount tendered for conversion
in excess of the permitted  amount  hereunder for future  conversions  or return
such excess principal  amount to the Holder.  The provisions of this Section may
be waived by a Holder (but only as to itself and not to any other  Holder)  upon
not less  than 65 days  prior  notice to the  Obligor.  Other  Holders  shall be
unaffected by any such waiver.

         (b)      (i)       Nothing   herein  shall  limit a  Holder's  right to
pursue  actual  damages or declare  an Event of  Default  pursuant  to Section 2
herein for the Obligor 's failure to deliver certificates representing shares of
Common Stock upon conversion  within the period specified herein and such Holder
shall have the right to pursue all remedies  available to it at law or in equity
including,   without  limitation,   a  decree  of  specific  performance  and/or
injunctive relief, in each case without the need to post a bond or provide other
security.  The  exercise of any such rights  shall not  prohibit the Holder from
seeking  to  enforce  damages  pursuant  to any  other  Section  hereof or under
applicable law.

                  (ii)     In  addition  to any other  rights  available  to the
Holder,  if the  Obligor  fails to  deliver to the Holder  such  certificate  or
certificates  pursuant to Section  3(a)(i)(A) by the fifth Trading Day after the
Conversion  Date, and if after such fifth (5th) Trading Day the Holder purchases
(in an open  market  transaction  or  otherwise)  Common  Stock  to  deliver  in
satisfaction of a sale by such Holder of the Underlying  Shares which the Holder
anticipated receiving upon such conversion (a "Buy-In"),  then the Obligor shall
(A) pay in cash to the Holder  (in  addition  to any  remedies  available  to or
elected by the Holder) the amount by which (x) the Holder's total purchase price
(including  brokerage  commissions,  if any) for the Common  Stock so  purchased
exceeds (y) the product of (1) the  aggregate  number of shares of Common  Stock
that such Holder  anticipated  receiving from the conversion at issue multiplied
by (2) the market  price of the Common Stock at the time of the sale giving rise
to such purchase obligation and (B) at the option of the Holder,  either reissue
a  Debenture  in the  principal  amount  equal to the  principal  amount  of the
attempted  conversion  or  deliver  to the Holder the number of shares of Common
Stock that  would have been  issued had the  Obligor  timely  complied  with its
delivery  requirements  under  Section  3(a)(i)(A).  For example,  if the Holder
purchases  Common  Stock  having a total  purchase  price of  $11,000 to cover a
Buy-In with respect to an attempted  conversion  of  Debentures  with respect to
which the market price of the Underlying  Shares on the date of conversion was a
total of $10,000 under clause (A) of the  immediately  preceding  sentence,  the
Obligor shall be required to pay the Holder $1,000. The Holder shall provide the
Obligor  written notice  indicating the amounts payable to the Holder in respect
of the Buy-In.


                                       6
<PAGE>


         (c)      (i)      The  conversion  price  (the  "Conversion Price")  in
effect on any Conversion  Date shall be equal to the average of the three lowest
closing  market  prices  of the  Company's  common  stock  for the  thirty  days
preceding conversion,  which may be adjusted pursuant to the other terms of this
Debenture.

                  (ii)     If the Obligor,  at any time while this  Debenture is
outstanding,  shall (a) pay a stock dividend or otherwise make a distribution or
distributions  on  shares  of its  Common  Stock or any  other  equity or equity
equivalent   securities  payable  in  shares  of  Common  Stock,  (b)  subdivide
outstanding  shares of Common Stock into a larger number of shares,  (c) combine
(including  by way of reverse  stock split)  outstanding  shares of Common Stock
into a smaller number of shares, or (d) issue by  reclassification  of shares of
the Common Stock any shares of capital stock of the Obligor, then the Conversion
Price  shall be  multiplied  by a fraction of which the  numerator  shall be the
number of shares of Common Stock (excluding treasury shares, if any) outstanding
before such event and of which the denominator  shall be the number of shares of
Common Stock  outstanding after such event. Any adjustment made pursuant to this
Section  shall  become  effective  immediately  after  the  record  date for the
determination of stockholders  entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision, combination or re-classification.

                  (iii)    If the Obligor,  at any time while this  Debenture is
outstanding,  shall issue  rights,  options or warrants to all holders of Common
Stock (and not to the Holder) entitling them to subscribe for or purchase shares
of  Common  Stock at a price per share  less than the  Closing  Bid Price at the
record date mentioned below,  then the Conversion Price shall be multiplied by a
fraction,  of which the denominator  shall be the number of shares of the Common
Stock (excluding treasury shares, if any) outstanding on the date of issuance of
such rights or warrants  (plus the number of  additional  shares of Common Stock
offered for  subscription or purchase),  and of which the numerator shall be the
number  of  shares of the  Common  Stock  (excluding  treasury  shares,  if any)
outstanding on the date of issuance of such rights or warrants,  plus the number
of shares which the  aggregate  offering  price of the total number of shares so
offered would purchase at such Closing Bid Price.  Such adjustment shall be made
whenever  such  rights  or  warrants  are  issued,  and shall  become  effective
immediately after the record date for the determination of stockholders entitled
to receive such rights, options or warrants. However, upon the expiration of any
such  right,  option or  warrant  to  purchase  shares of the  Common  Stock the
issuance of which resulted in an adjustment in the Conversion  Price pursuant to
this  Section,  if any such right,  option or warrant shall expire and shall not
have been exercised, the Conversion Price shall immediately upon such expiration
be recomputed and effective immediately upon such expiration be increased to the
price  which it would have been (but  reflecting  any other  adjustments  in the
Conversion  Price made  pursuant to the  provisions  of this  Section  after the
issuance of such rights or warrants) had the adjustment of the Conversion  Price
made upon the  issuance of such  rights,  options or  warrants  been made on the
basis of offering for subscription or purchase only that number of shares of the
Common Stock  actually  purchased  upon the exercise of such rights,  options or
warrants actually exercised.

                  (iv)     If  the  Obligor  or  any  subsidiary   thereof,   as
applicable,  with respect to Common Stock Equivalents (as defined below), at any
time while this Debenture is outstanding,  shall issue shares of Common Stock or
rights, warrants,  options or other securities or debt that are convertible into
or  exchangeable  for  shares  of  Common  Stock  ("Common  Stock  Equivalents")


                                       7
<PAGE>


entitling  any Person to acquire  shares of Common  Stock,  at a price per share
less than the  Conversion  Price (if the  holder of the  Common  Stock or Common
Stock  Equivalent so issued shall at any time,  whether by operation of purchase
price adjustments, reset provisions,  floating conversion,  exercise or exchange
prices or  otherwise,  or due to warrants,  options or rights per share which is
issued in connection with such issuance, be entitled to receive shares of Common
Stock at a price  per  share  which  is less  than the  Conversion  Price,  such
issuance shall be deemed to have occurred for less than the  Conversion  Price),
then, at the sole option of the Holder,  the Conversion  Price shall be adjusted
to mirror the  conversion,  exchange or purchase  price for such Common Stock or
Common Stock Equivalents (including any reset provisions thereof) at issue. Such
adjustment shall be made whenever such Common Stock or Common Stock  Equivalents
are issued.  The Obligor  shall notify the Holder in writing,  no later than one
(1)  business  day  following  the  issuance of any Common Stock or Common Stock
Equivalent subject to this Section,  indicating therein the applicable  issuance
price, or of applicable reset price, exchange price,  conversion price and other
pricing  terms.  No  adjustment  under this Section shall be made as a result of
issuances and exercises of options to purchase shares of Common Stock issued for
compensatory  purposes  pursuant to any of the  Obligor's  stock option or stock
purchase plans.

                  (v)      If the Obligor,  at any time while this  Debenture is
outstanding,  shall  distribute  to all holders of Common  Stock (and not to the
Holder)  evidences  of its  indebtedness  or assets or  rights  or  warrants  to
subscribe  for or purchase any security,  then in each such case the  Conversion
Price  at  which  this  Debenture  shall  thereafter  be  convertible  shall  be
determined by multiplying the Conversion  Price in effect  immediately  prior to
the record date fixed for determination of stockholders entitled to receive such
distribution  by a fraction  of which the  denominator  shall be the Closing Bid
Price  determined  as of the  record  date  mentioned  above,  and of which  the
numerator shall be such Closing Bid Price on such record date less the then fair
market  value at such  record  date of the portion of such assets or evidence of
indebtedness so distributed  applicable to one  outstanding  share of the Common
Stock as determined by the Board of Directors in good faith.  In either case the
adjustments  shall be  described  in a  statement  provided to the Holder of the
portion  of  assets  or  evidences  of   indebtedness  so  distributed  or  such
subscription  rights  applicable to one share of Common Stock.  Such  adjustment
shall be made whenever any such  distribution is made and shall become effective
immediately after the record date mentioned above.

                  (vi)     In case of any  reclassification  of the Common Stock
or any compulsory share exchange pursuant to which the Common Stock is converted
into  other  securities,  cash or  property,  the  Holder  shall  have the right
thereafter to, at its option, (A) convert the then outstanding principal amount,
together  with all accrued but unpaid  interest and any other amounts then owing
hereunder  in  respect  of this  Debenture  into the  shares  of stock and other
securities, cash and property receivable upon or deemed to be held by holders of
the Common Stock  following such  reclassification  or share  exchange,  and the
Holder of this  Debenture  shall be  entitled  upon such event to  receive  such
amount of securities,  cash or property as the shares of the Common Stock of the
Obligor into which the then  outstanding  principal  amount,  together  with all
accrued  but unpaid  interest  and any other  amounts  then owing  hereunder  in
respect of this Debenture  could have been converted  immediately  prior to such
reclassification or share exchange would have been entitled,  or (B) require the
Obligor to prepay the outstanding  principal amount of this Debenture,  plus all
interest and other amounts due and payable thereon.  The entire prepayment price


                                       8
<PAGE>


shall  be paid in cash.  This  provision  shall  similarly  apply to  successive
reclassifications or share exchanges.

                  (vii)    The  Obligor  shall  maintain a share  reserve of not
less than 50% of the shares of Common Stock  issuable  upon  conversion  of this
Debenture;  and within  three (3)  Business  Days  following  the receipt by the
Obligor of a Holder's  notice that such minimum  number of Underlying  Shares is
not so reserved,  the Obligor  shall  promptly  reserve a  sufficient  number of
shares of Common Stock to comply with such requirement.

                  (viii)   All  calculations  under  this  Section  3  shall  be
rounded up to the nearest $0.001 of a share.

                  (ix)     Whenever  the  Conversion  is  adjusted  pursuant  to
Section 3 hereof, the Obligor shall promptly mail to the Holder a notice setting
forth the  Conversion  Price after such  adjustment  and  setting  forth a brief
statement of the facts requiring such adjustment.

                  (x)      If (A) the Obligor  shall  declare a dividend (or any
other distribution) on the Common Stock; (B) the Obligor shall declare a special
nonrecurring  cash  dividend on or a  redemption  of the Common  Stock;  (C) the
Obligor  shall  authorize the granting to all holders of the Common Stock rights
or warrants to  subscribe  for or  purchase  any shares of capital  stock of any
class or of any  rights;  (D) the  approval of any  stockholders  of the Obligor
shall be required in connection with any  reclassification  of the Common Stock,
any  consolidation  or  merger  to which  the  Obligor  is a party,  any sale or
transfer  of all or  substantially  all of the  assets  of the  Obligor,  of any
compulsory  share  exchange  whereby the Common  Stock is  converted  into other
securities,  cash or property;  or (E) the Obligor shall authorize the voluntary
or  involuntary  dissolution,  liquidation  or winding up of the  affairs of the
Obligor;  then, in each case, the Obligor shall cause to be filed at each office
or agency maintained for the purpose of conversion of this Debenture,  and shall
cause to be mailed to the Holder at its last address as it shall appear upon the
stock books of the  Obligor,  at least  twenty (20)  calendar  days prior to the
applicable record or effective date hereinafter  specified, a notice stating (x)
the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to
such  dividend,  distributions,   redemption,  rights  or  warrants  are  to  be
determined  or (y)  the  date on  which  such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date as of which it is expected that holders of the Common Stock
of record  shall be entitled to exchange  their  shares of the Common  Stock for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger,  sale,  transfer or share exchange,  provided,  that the
failure to mail such  notice or any defect  therein  or in the  mailing  thereof
shall not affect the validity of the corporate  action  required to be specified
in such  notice.  The Holder is entitled to convert  this  Debenture  during the
20-day calendar period  commencing the date of such notice to the effective date
of the event triggering such notice.

                  (xi)     In case of any (1)  merger  or  consolidation  of the
Obligor or any  subsidiary  of the Obligor with or into another  Person,  or (2)
sale by the Obligor or any  subsidiary  of the Obligor of more than  one-half of
the assets of the Obligor in one or a series of related  transactions,  a Holder
shall have the right to (A) exercise any rights under Section 2(b),  (B) convert


                                       9
<PAGE>


the aggregate amount of this Debenture then outstanding into the shares of stock
and other securities,  cash and property receivable upon or deemed to be held by
holders of Common Stock following such merger,  consolidation  or sale, and such
Holder shall be entitled upon such event or series of related  events to receive
such amount of securities,  cash and property as the shares of Common Stock into
which  such  aggregate  principal  amount  of this  Debenture  could  have  been
converted  immediately  prior to such merger,  consolidation or sales would have
been  entitled,  or (C) in the case of a merger or  consolidation,  require  the
surviving entity to issue to the Holder a convertible Debenture with a principal
amount equal to the aggregate  principal  amount of this  Debenture then held by
such  Holder,  plus all  accrued and unpaid  interest  and other  amounts  owing
thereon,  which  such  newly  issued  convertible  Debenture  shall  have  terms
identical (including with respect to conversion) to the terms of this Debenture,
and shall be entitled to all of the rights and  privileges of the Holder of this
Debenture set forth herein and the agreements  pursuant to which this Debentures
were issued.  In the case of clause (C), the conversion price applicable for the
newly issued shares of convertible  preferred  stock or  convertible  Debentures
shall be based upon the amount of securities,  cash and property that each share
of Common Stock would receive in such  transaction  and the Conversion  Price in
effect  immediately  prior  to  the  effectiveness  or  closing  date  for  such
transaction.  The terms of any such merger,  sale or consolidation shall include
such  terms so as to  continue  to give the  Holder  the  right to  receive  the
securities,  cash and property set forth in this Section upon any  conversion or
redemption  following  such  event.  This  provision  shall  similarly  apply to
successive such events.

         (d)      The Obligor  covenants  that it will at all times  reserve and
keep available out of its authorized and unissued  shares of Common Stock solely
for the purpose of issuance  upon  conversion  of this  Debenture and payment of
interest on this Debenture, each as herein provided, free from preemptive rights
or any other actual contingent purchase rights of persons other than the Holder,
not less than such number of shares of the Common Stock as shall (subject to any
additional  requirements  of the  Obligor as to  reservation  of such shares set
forth in this  Debenture) be issuable  (taking into account the  adjustments and
restrictions  of Sections 2(b) and 3(c)) upon the conversion of the  outstanding
principal  amount of this  Debenture  and  payment of  interest  hereunder.  The
Obligor  covenants  that all shares of Common  Stock  that shall be so  issuable
shall,  upon  issue,  be duly and  validly  authorized,  issued and fully  paid,
nonassessable  and, if the  Underlying  Shares  Registration  Statement has been
declared  effective  under the  Securities  Act,  registered  for public sale in
accordance with such Underlying Shares Registration Statement.

         (e)     Upon a  conversion  hereunder  the  Obligor  shall  not be
required to issue stock  certificates  representing  fractions  of shares of the
Common Stock, but may if otherwise permitted,  make a cash payment in respect of
any final  fraction of a share  based on the Closing Bid Price at such time.  If
the Obligor  elects not, or is unable,  to make such a cash payment,  the Holder
shall be  entitled  to receive,  in lieu of the final  fraction of a share,  one
whole share of Common Stock.

         (f)      The issuance of certificates for shares of the Common Stock on
conversion of this Debenture  shall be made without charge to the Holder thereof
for any documentary stamp or similar taxes that may be payable in respect of the
issue or delivery of such  certificate,  provided  that the Obligor shall not be
required to pay any tax that may be payable in respect of any transfer  involved
in the issuance and delivery of any such  certificate  upon conversion in a name


                                       10
<PAGE>


other than that of the Holder of such  Debenture  so  converted  and the Obligor
shall not be required to issue or deliver such certificates  unless or until the
person or persons requesting the issuance thereof shall have paid to the Obligor
the  amount of such tax or shall have  established  to the  satisfaction  of the
Obligor that such tax has been paid.

         (g)      Any  notices,   consents,   waivers  or  other  communications
required or  permitted to be given under the terms hereof must be in writing and
will be  deemed  to have  been  delivered:  (i)  upon  receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one (1) trading day after  deposit  with a nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

          If to the Holder:           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 Obligor:           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

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

or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party three (3)  business  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (i) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (ii)  mechanically  or
electronically  generated by the sender's facsimile machine containing the time,


                                       11
<PAGE>


date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (iii) provided by a nationally  recognized  overnight  delivery
service, shall be rebuttable evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

         Section 4.   Definitions. For the purposes  hereof, the following terms
shall have the following meanings:

         "Business Day" means any day except Saturday,  Sunday and any day which
shall be a federal  legal holiday in the United States or a day on which banking
institutions  are  authorized or required by law or other  government  action to
close.

         "Change  of  Control  Transaction"  means  the  occurrence  of  (a)  an
acquisition  after the date hereof by an  individual  or legal entity or "group"
(as  described  in Rule  13d-5(b)(1)  promulgated  under  the  Exchange  Act) of
effective  control  (whether  through legal or  beneficial  ownership of capital
stock of the Obligor,  by contract or  otherwise)  of in excess of fifty percent
(50%) of the voting  securities of the Obligor  (except that the  acquisition of
voting  securities  by the  Holder  shall not  constitute  a Change  of  Control
Transaction for purposes hereof),  (b) a replacement at one time or over time of
more than one-half of the members of the board of directors of the Obligor which
is not approved by a majority of those  individuals who are members of the board
of  directors  on the date  hereof (or by those  individuals  who are serving as
members of the board of directors on any date whose  nomination  to the board of
directors  was  approved by a majority of the members of the board of  directors
who are members on the date hereof),  (c) the merger,  consolidation  or sale of
fifty  percent  (50%) or more of the assets of the Obligor or any  subsidiary of
the  Obligor in one or a series of  related  transactions  with or into  another
entity, or (d) the execution by the Obligor of an agreement to which the Obligor
is a party or by which it is bound,  providing  for any of the  events set forth
above in (a), (b) or (c).

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means the common stock, par value $0.001, of the Obligor
and stock of any other class into which such shares may  hereafter be changed or
reclassified.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Funding Event" means any transaction or series of transactions  closed
after the Original  Issue Date in which the Obligor  raises  $7,000,000  or more
through  the  sale of their  equity  securities  or  securities  exercisable  or
convertible into equity securities.

         "Original Issue Date" shall mean the date of the first issuance of this
Debenture  regardless of the number of transfers and regardless of the number of
instruments, which may be issued to evidence such Debenture.

         "Closing  Bid  Price"  means the  price per share in the last  reported
trade of the Common Stock on the OTC or on the  exchange  which the Common Stock
is then listed as quoted by Bloomberg, LP.


                                       12
<PAGE>


         "Person"  means  a   corporation,   an   association,   a  partnership,
organization,  a business, an individual,  a government or political subdivision
thereof or a governmental agency.

         "Securities Act" means the Securities Act of 1933, as amended,  and the
rules and regulations promulgated thereunder.

         "Trading  Day"  means a day on which the  shares  of  Common  Stock are
quoted on the OTC or quoted  or  traded on such  Subsequent  Market on which the
shares of Common  Stock are then quoted or listed;  provided,  that in the event
that the shares of Common Stock are not listed or quoted, then Trading Day shall
mean a Business Day.

         "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,
this  Debenture,  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.

         "Underlying  Shares"  means the shares of Common  Stock  issuable  upon
conversion of this  Debenture or as payment of interest in  accordance  with the
terms hereof.

         "Underlying  Shares   Registration   Statement"  means  a  registration
statement  meeting  the  requirements  set  forth  in  the  Registration  Rights
Agreement,  covering among other things the resale of the Underlying  Shares and
naming the Holder as a "selling stockholder" thereunder.

         Section 5.   Except as expressly  provided herein, no provision of this
Debenture  shall  alter or impair  the  obligations  of the  Obligor,  which are
absolute and unconditional,  to pay the principal of, interest and other charges
(if any) on, this  Debenture at the time,  place,  and rate,  and in the coin or
currency,  herein  prescribed.  This  Debenture  is a direct  obligation  of the
Obligor.  This  Debenture  ranks  pari passu  with all other  Debentures  now or
hereafter issued under the terms set forth herein.  As long as this Debenture is
outstanding,  the Obligor shall not and shall cause their  subsidiaries  not to,
without the consent of the Holder,  (i) amend its certificate of  incorporation,
bylaws or other  charter  documents so as to adversely  affect any rights of the
Holder;  (ii)  repay,  repurchase  or offer to repay,  repurchase  or  otherwise
acquire shares of its Common Stock or other equity  securities  other than as to
the Underlying  Shares to the extent permitted or required under the Transaction
Documents;  or  (iii)  enter  into  any  agreement  with  respect  to any of the
foregoing.

         Section 6.   This Debenture  shall not entitle the Holder to any of the
rights of a stockholder of the Obligor,  including without limitation, the right
to vote, to receive dividends and other distributions,  or to receive any notice
of, or to attend,  meetings  of  stockholders  or any other  proceedings  of the
Obligor,  unless  and to the extent  converted  into  shares of Common  Stock in
accordance with the terms hereof.


                                       13
<PAGE>


         Section 7.   If this Debenture is mutilated, lost, stolen or destroyed,
the Obligor shall execute and deliver, in exchange and substitution for and upon
cancellation of the mutilated Debenture,  or in lieu of or in substitution for a
lost, stolen or destroyed Debenture, a new Debenture for the principal amount of
this Debenture so mutilated,  lost, stolen or destroyed but only upon receipt of
evidence  of such  loss,  theft or  destruction  of such  Debenture,  and of the
ownership hereof, and indemnity,  if requested,  all reasonably  satisfactory to
the Obligor.

         Section 8.   No indebtedness of the Obligor is senior to this Debenture
in  right  of  payment,  whether  with  respect  to  interest,  damages  or upon
liquidation  or  dissolution  or otherwise.  Without the Holder's  consent,  the
Obligor will not and will not permit any of their  subsidiaries  to, directly or
indirectly,   enter  into,  create,   incur,  assume  or  suffer  to  exist  any
indebtedness  of any kind,  on or with  respect to any of its property or assets
now owned or hereafter acquired or any interest therein or any income or profits
there from that is senior in any respect to the obligations of the Obligor under
this Debenture.

         Section 9.   This  Debenture  shall be  governed  by  and  construed in
accordance  with the laws of the State of New Jersey,  without  giving effect to
conflicts of laws thereof.  Each of the parties  consents to the jurisdiction of
the Superior  Courts of the State of New Jersey  sitting in Hudson  County,  New
Jersey and the U.S.  District  Court for the  District of New Jersey  sitting in
Newark,  New Jersey in connection  with any dispute arising under this Debenture
and hereby  waives,  to the maximum  extent  permitted  by law,  any  objection,
including  any  objection  based on forum non  conveniens to the bringing of any
such proceeding in such jurisdictions.

         Section 10.  If the Obligor fails to strictly  comply with the terms of
this  Debenture,  then the Obligor shall  reimburse the Holder  promptly for all
fees, costs and expenses,  including,  without  limitation,  attorneys' fees and
expenses incurred by the Holder in any action in connection with this Debenture,
including, without limitation, those incurred: (i) during any workout, attempted
workout,  and/or in  connection  with the  rendering  of legal  advice as to the
Holder's rights, remedies and obligations, (ii) collecting any sums which become
due  to the  Holder,  (iii)  defending  or  prosecuting  any  proceeding  or any
counterclaim to any proceeding or appeal;  or (iv) the protection,  preservation
or enforcement of any rights or remedies of the Holder.

         Section  11. Any  waiver  by the  Holder  of a breach  of any provision
of this  Debenture  shall not operate as or be  construed  to be a waiver of any
other breach of such  provision or of any breach of any other  provision of this
Debenture. The failure of the Holder to insist upon strict adherence to any term
of this Debenture on one or more  occasions  shall not be considered a waiver or
deprive that party of the right  thereafter  to insist upon strict  adherence to
that term or any other term of this Debenture. Any waiver must be in writing.

         Section 12.  If any  provision  of this  Debenture  is invalid, illegal
or unenforceable,  the balance of this Debenture shall remain in effect,  and if
any  provision  is  inapplicable  to  any  person  or  circumstance,   it  shall
nevertheless  remain  applicable to all other persons and  circumstances.  If it
shall be found that any interest or other amount  deemed  interest due hereunder
shall violate  applicable laws governing  usury, the applicable rate of interest
due hereunder shall automatically be lowered to equal the maximum permitted rate
of interest.  The Obligor  covenants  (to the extent that it may lawfully do so)
that it shall not at any time insist upon,  plead,  or in any manner  whatsoever


                                       14
<PAGE>


claim or take the benefit or advantage  of, any stay,  extension or usury law or
other law which would  prohibit  or forgive  the Obligor  from paying all or any
portion of the  principal  of or  interest  on this  Debenture  as  contemplated
herein,  wherever  enacted,  now or at any time hereafter in force, or which may
affect the covenants or the performance of this  indenture,  and the Obligor (to
the extent it may  lawfully  do so) hereby  expressly  waives  all  benefits  or
advantage of any such law, and covenants that it will not, by resort to any such
law,  hinder,  delay or impeded the execution of any power herein granted to the
Holder, but will suffer and permit the execution of every such as though no such
law has been enacted.

         Section 13.  Whenever any payment or other obligation  hereunder  shall
be due on a day other than a Business  Day,  such  payment  shall be made on the
next succeeding Business Day.

         Section 14.  THE    PARTIES    HEREBY    KNOWINGLY,   VOLUNTARILY   AND
INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY  LITIGATION  BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION  WITH
THIS AGREEMENT OR ANY TRANSACTION  DOCUMENT OR ANY COURSE OF CONDUCT,  COURSE OF
DEALING,  STATEMENTS  (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.  THIS
PROVISION  IS  A  MATERIAL  INDUCEMENT  FOR  THE  PARTIES'  ACCEPTANCE  OF  THIS
AGREEMENT.

IN WITNESS WHEREOF, the Obligor has caused this Secured Convertible Debenture to
be duly executed by a duly authorized officer as of the date set forth above.

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

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



                                       15
<PAGE>


                                   EXHIBIT "A"
                                   -----------


                              NOTICE OF CONVERSION
                              --------------------


TO:

         The undersigned hereby irrevocably elects to convert $ ________________
of the principal  amount of the above  Debenture  into Shares of Common Stock of
GreenShift  Corporation,  according to the conditions stated therein,  as of the
Conversion Date written below.

Conversion Date:                    ____________________________________________

Applicable Conversion Price:        ____________________________________________

Signature:                          ____________________________________________

Name:

Address:                            ____________________________________________

Amount to be converted:            $____________________________________________

Amount of Debenture unconverted:   $____________________________________________

Conversion Price per share:        $____________________________________________

Number of  shares of Common
Stock to be issued:                 ____________________________________________

Please  issue the shares of
Common Stock in  the following
name and to the following
address:                            ____________________________________________

Issue to:                           ____________________________________________

Authorized Signature:               ____________________________________________

Name:                               ____________________________________________

Title:                              ____________________________________________

Phone Number:                       ____________________________________________

Broker DTC Participant Code:        ____________________________________________

Account Number:                     ____________________________________________