LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                        POWERSHIFT BIOFUELS OF IOWA, LLC





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EXHIBIT A - MEMBERS
EXHIBIT B - DEFINITIONS



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THE MEMBERSHIP RIGHTS EVIDENCED BY THIS DOCUMENT ARE SUBJECT TO THE RESTRICTIONS
ON TRANSFER SET FORTH HEREIN. THE RIGHTS HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED UNTIL THEY HAVE BEEN SO REGISTERED OR UNTIL THE COMPANY
HAS RECEIVED AN OPINION OF LEGAL COUNSEL, OR OTHER ASSURANCES SATISFACTORY TO
THE COMPANY, THAT THE RIGHTS MAY LEGALLY BE SOLD OR OTHERWISE TRANSFERRED
WITHOUT SUCH REGISTRATION, ALL AS PROVIDED IN THIS DOCUMENT.



                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                        POWERSHIFT BIOFUELS OF IOWA, LLC

      THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is made and
entered into by and among POWERSHIFT BIOFUELS OF IOWA, LLC, a Delaware limited
liability company (the "Company"), REFUEL AMERICA, INC., a Delaware corporation
("RFA"), and POWERSHIFT ENERGY COMPANY, INC., a Delaware corporation
("Operator", and collectively with RFA, the "Initial Members"), and such other
Persons that become members of the Company as provided herein. The Company, the
Initial Members and such other Persons that become members of the Company as
provided herein are sometimes collectively referred to herein as the "Parties"
and individually referred to herein as a "Party."


                                    RECITALS

      A. The Initial Members have formed the Company for the purpose of
conducting the business of manufacturing, processing, storing, marketing,
distributing and selling Biodiesel, Biodiesel Mixtures and Biodiesel Byproducts
in accordance with the rights, duties and restrictions provided in this
Agreement (the "Business") and have formed the Company by filing a Certificate
of Formation of the Company (the "Certificate of Formation") with the Secretary
of State of Delaware (the "Secretary of State") on October 25, 2005 (the
"Effective Date").

      B. The Initial Members and the Company desire to enter into this Agreement
to govern (i) the subscription by, and admission of, the Initial Members into
the Company and (ii) the affairs and the conduct of the Company's business.

      NOW, THEREFORE, for and in consideration of the foregoing and the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree to the following terms and conditions.

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                                   PROVISIONS

Section 1.        DEFINED TERMS.

      As used in this Agreement, the capitalized terms in this Agreement have
the meanings specified in Exhibit B attached hereto.

Section 2.        PRELIMINARY MATTERS AND FORMATION.

      2.1. Recitals. The RECITALS are hereby expressly incorporated into and
made a part of this Agreement as if fully written herein.

      2.2. Interpretation. Each definition in this Agreement includes the
singular and the plural, reference to the masculine includes the feminine,
reference to the feminine includes the masculine and reference to the neuter
gender includes the masculine and feminine where appropriate. Unless the context
clearly indicates otherwise, words used in the singular include the plural,
words used in the plural include the singular, and the word "including" means
"including but not limited to". Any agreement referred to herein shall mean such
agreement as amended, supplemented or otherwise modified from time to time to
the extent permitted by the applicable provisions thereof and by this Agreement.
References to any statute or regulation mean such statute or regulation as
amended at the time and include any successor amendment or substitute
legislation or regulation. Except as otherwise provided herein, reference to
Sections and Exhibits means the Sections and Exhibits of this Agreement.

      2.3. Ratification of the Acts of the Authorized Representative. The
Members hereby ratify and adopt the acts of the Authorized Representative
performed in connection with the formation of the Company.

      2.4. Organization. The Initial Members hereby organize the Company as a
Delaware limited liability company pursuant to the Act and the provisions of
this Agreement.

      2.5. Name. The name of the Company is POWERSHIFT BIOFUELS OF IOWA, LLC and
all business of the Company shall be conducted under that name except as
provided in Section 2.6 below.

      2.6. Fictitious Business Name Statement; Other Certificates. The Manager
shall, from time to time, register the Company as a foreign limited liability
company and file such fictitious or trade name statements or certificates in
such jurisdictions and offices, as the Manager considers necessary or
appropriate. Upon authorization of the Board of Directors, the Company may do
business under any fictitious business names deemed desirable. Upon
authorization of the Board of Directors, the Manager shall, from time to time,
file or cause to be filed such certificates of amendment, certificates of
cancellation or other certificates as the Board of Directors reasonably deems
necessary under the Act or under the laws of any jurisdiction in which the
Company is doing business to establish and continue the Company as a limited
liability company or to protect the limited liability of the Members.

      2.7. Effective Date. This Agreement shall become effective as of the
Effective Date.

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      2.8. Term. The Company shall continue in existence until it is dissolved
and its affairs wound up in accordance with the Act or this Agreement.

      2.9. Principal Office. The principal office of the Company is 1301
Sheridan Drive, Casper Wyoming 82604 (the "Principal Office"). As authorized by
the Board of Directors, the Manager may, from time to time, change the Principal
Office and, if necessary or appropriate, shall file information concerning such
change with the Secretary of State.

      2.10. Registered Agent. The registered agent for the service of process
shall be that Person as filed in the office of the Secretary of State. As
authorized by the Board of Directors, the Manager may, from time to time,
designate or change the registered agent through appropriate filings with the
Secretary of State. If the registered agent ceases to act as such for any reason
or the address for such agent shall change, the Manager shall promptly designate
a replacement-registered agent or file a notice of change of address.

      2.11. Initial Members. The name and present mailing address of the Initial
Members are set forth on Exhibit A attached hereto.

Section 3.        NATURE OF THE BUSINESS.

      The Company is organized solely for the purpose of engaging in the
Business.

Section 4.        RECORDS AND REPORTS.

      The Company shall maintain its records as set forth in Section 18-305 of
the Act.

Section 5.        MANAGEMENT RIGHTS.

      5.1. Management Rights. Except as provided in Section 5.2, or in such
cases where the Act expressly requires that the vote or approval of the Members
be first taken or obtained as a condition to any action, all of the Management
Rights are delegated to the Board of Directors of the Company (the "Board of
Directors"). Notwithstanding any contrary provision in this Agreement, no Member
is an agent of the Company solely by virtue of being a Member, and no Member has
authority to act for the Company solely by virtue of being a Member.

      5.2. Board of Directors. Management of the affairs of the Company shall be
vested in the Board of Directors of the Company which, unless and until changed
by the affirmative vote of a Majority Interest of the Membership Interests,
shall consist of two (2) individual members ("Directors"). Unless and until the
number of Directors is so changed, each Member shall have the right to name one
(1) Director. Only a vice president or president of Operator shall be qualified
to serve as a Director on behalf of Operator. The Board of Directors shall have
the right, power and authority to authorize and take all actions which are
permitted to be taken by it under applicable law, provided, that, any such
action otherwise constituting a Required Member Action shall require Member
approval as provided in Section 7.1 below.

      5.3. Meetings of the Board of Directors. Meetings of the Board of
Directors shall require the presence of both of the Directors for quorum
purposes and resolutions of the Directors must be adopted by both of the
Directors present at the meeting. Regular meetings of the Board of Directors
shall be held at least twice annually on such dates, and at such time and

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place, as determined by the Directors, provided, that, unless otherwise agreed
by the Directors, one (1) regular meeting of the Board of Directors shall be
held at the time of, and immediately following, the annual meeting of Members.
Special meetings of the Board of Directors may be convened by the Manager on his
own initiative or at the request of one or more of the other Directors. Notice
of meetings of the Board of Directors shall be dispatched to each Director not
later than two (2) days prior to the date of such meeting.

      5.4. Liability. Subject to Section 8.1 below, the Members (solely in their
capacity as Members) shall have no obligation to contribute money, property or
services to the Company and no liability for any Company Liabilities. Any
liability to return Distributions from the Company shall be limited to the
mandatory requirements of the Act or of any other applicable law.

Section 6.        MANAGER.

      6.1. Manager. The Manager of the Company shall be appointed by the Board
of Directors. The Manager shall manage the day-to-day business of the Company
within the framework and limits set forth herein or otherwise approved by the
Board of Directors.

      6.2. Manager's Title. In performing management functions for the Company,
the Manager shall use the title "Manager" or any other title approved by the
Board of Directors.

      6.3. Manager's Authority. Except as otherwise set forth herein, the
Manager shall, subject to such limitations as the Board of Directors may from
time to time impose, have the power, authority and discretion to, in the
management of the day-to-day business of the Company:

               (a) hire and terminate personnel;

               (b) engage attorneys, accountants or such other persons as he
      deems necessary or advisable;

               (c) open, maintain and close bank accounts and draw checks and
      other orders for the payment of money;

               (d) borrow money in the ordinary course of business pursuant
      to the terms of any financing arrangements theretofore approved by the
      Board of Directors and, in connection therewith, make, issue, accept,
      endorse and execute promissory notes, drafts, bills of exchange and
      other instruments and evidences of indebtedness, and to secure the
      payment thereof by mortgage, pledge or other assignment of or
      arrangement of security interest in all or any part of the assets and
      properties of the Company;

               (e) take such actions and incur such expenses on behalf of the
      Company as may be necessary or advisable in connection with the conduct
      of the business operations of the Company in the ordinary course or
      otherwise incidental thereto; and

               (f) enter into, make and perform such contracts, agreements
      and other undertakings in the ordinary course of business as may be
      deemed necessary or advisable for the conduct of the business of the
      Company.

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      6.4. Preparation of Operating Plan. Subject to the direction and control
of the Board of Directors, the Manager shall propose operating objectives each
year, and prepare an annual operating budget for each fiscal year, which shall
set out in reasonable detail projected revenues, production costs, capital
expenditures and other operating expenses, including wages and compensation,
together with such other information as may be necessary to achieve the
operating objectives for the subject fiscal year. The operating budget,
operating objectives and business plan for achieving the objectives and
complying with the operating budget shall be reviewed by the Board of Directors
and shall be either adopted or modified by the board of directors of NewGen
Technologies, Inc. a Delaware corporation ("NewGen") no later than December 15
for the following calendar year (as adopted, the "Operating Plan").

      6.5. Execution of Operating Plan. Subject to all limitations provided in
this Agreement and under applicable law, the Manager shall be responsible for
the execution of the Operating Plan and the operation of the Business in
accordance with the Operating Plan. Unless otherwise approved by the Board of
Directors, the Manager shall, at all times conduct the affairs of the Company in
accordance with the then currently effective Operating Plan, including the
operating budget of the plan, provided, however, in matters requiring exigency,
the Manager may authorize actions not otherwise contemplated by the budget, so
long as the action would not result in the Company's incurrence of any
additional liability or expense in an amount exceeding $100,000 and the taking
of the action is thereafter promptly reported to the Board of Directors.

      6.6. Additional Duties of Manager. In addition to such other duties as he
may have, the Manager's duties shall include:

               (a) the Manager shall obtain and maintain in the Company's
      name all required licenses, permits and certificates relating to the
      conduct of the business and upon the request of any Director or Member,
      the Manager shall immediately transmit copies of each such license,
      permit and certificate to the requesting Party;

               (b) the Manager shall conduct the Business in compliance with
      all applicable laws, ordinances and regulations;

               (c) the Manager shall, within two (2) days after receiving any
      report or notice from any government agency or department, or from any
      licensing organization, the Manager shall furnish a copy of such report
      or notice to each of the Directors and the Members;

               (d) the Manager shall notify each of the Directors and the
      Members as soon as possible, but not later than two (2) days after
      commencement of any action, suit or proceeding, or after issuance of
      any order, writ, injunction, award or decree of any court or government
      agency that may adversely affect the operation or financial condition
      of the Business or the Company;

               (e) the Manager shall adhere to high standards of ethical and
      professional conduct, honesty, integrity, good faith and fair dealing
      in all dealings with customers, suppliers, the Members, and all others;
      and

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               (f) the Manager shall refrain from any business practice that
      RFA determines may injure RFA or its Affiliates' business, or the
      goodwill associated with RFA and its Affiliates.

      6.7. Limitation on Authority. Notwithstanding the foregoing provisions of
this Section 6 and irrespective of any authority which may otherwise be provided
or implied under applicable law, in no event shall the Manager take any of the
following actions unless the action has otherwise first been approved by the
Board of Directors:

               (a) except as permitted pursuant to the last sentence of
      Section 6.5 above, any material deviation from the Operating Plan or
      any then effective annual operating budget;

               (b) the borrowing of any funds from any Member (or Affiliate
      thereof);

               (c) the loan or advance of any monies to any Person, other
      than temporary advances to employees in the ordinary course of
      business;

               (d) except as permitted by the Company Investment Policy, the
      investment of any monies or other property in any other person,
      including the purchase of readily marketable securities for holding in
      any investment account maintained by the Company to fund any future
      costs or liabilities;

               (e) the guaranty of, or indemnification or offer of security
      for, the indebtedness of any other person;

               (f) the borrowing of any monies, or lease of any property or
      assets, by the Company, or the grant of any fixed or floating charge,
      or other lien, upon any of the assets or properties of the Company,
      including the sale or assignment of accounts receivable, to the extent
      the indebtedness involved in any such instance exceeds the amount of
      $50,000;

               (g) the execution or material modification of any contract
      involving (i) the supply of any products of the Company or (ii) the
      purchase by the Company of any goods or services, to the extent such
      contract otherwise either (x) covers an unexpired period of one (1)
      year or more or (y) involves the aggregate expenditure of more than
      $100,000;

               (h) the settlement of, or the making or acceptance of any
      payment in connection with, any claim by or against the Company in
      which the amount in dispute exceeds $25,000, whether or not such claim
      is the subject of litigation, arbitration or other judicial or
      administrative proceedings;

               (i) the employment of any person (i) on any basis other than
      "at-will" employment or (ii) at a rate of compensation in excess of
      $75,000 per annum; or

               (j) except as provided in Section 9.2 hereof, make or
      authorize any distribution of funds by the Company to the Members of
      the Company, or determine the amount of funds so distributed;

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provided, that, to the extent any of the foregoing matters are otherwise
specifically identified in the Operating Plan or any annual operating budget
otherwise approved by the Board of Directors as herein provided, such matter(s)
shall not require any additional authorization.

      6.8. Appointment of the Initial Manager. The initial Manager shall be Dan
Leach.

      6.9. Election and Term of Office. The term of the initial Manager and of
each subsequent Manager shall be indefinite, but shall terminate upon the
earliest date of such Manager's: (i) death; (ii) resignation pursuant to Section
6.10; or (iii) disability (as determined by the Board of Directors).

      6.10. Resignation. The Manager may resign by mailing or delivering written
notice of his or her resignation to the Company with a copy to the Members. Such
resignation shall be effective upon delivery of such notice without need of
acceptance by the Company.

      6.11. Vacancies. If the Manager is unwilling or unable to continue to
serve as the Manager, or the Manager's term has been terminated pursuant to any
of the events described in Section 6.9, RFA shall have the right to immediately
name a successor Manager, who shall serve as Manager until the occurrence of:
(i) any of the events described in Section 6.9 as to the successor Manager, or
(ii) the appointment of an alternative Manager by the Board of Directors.

      6.12. Indemnification. The Company shall indemnify to the fullest extent
provided or allowed by the Act, as in effect on the date hereof, the Members,
the Manager and any officer, employee or agent of the Company for all costs,
losses, liabilities, damages, fines and expenses (including attorneys' fees)
suffered or incurred by any such Person solely because he or she is or was a
Member, the Manager or an officer, employee or agent of the Company or is or was
serving at the request of the Company as an officer, director, trustee, partner,
employee or agent of any other Organization, if such Person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company and, in connection with any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

      6.13. Compensation of the Manager. The Manager shall receive such
compensation as determined annually by the Board of Directors, and shall be
reimbursed for all reasonable expenses incurred in managing the Company.

Section 7.        MEMBER RIGHTS

      7.1. Member Rights. Subject to the rights and limitations otherwise
expressly set forth in this Agreement, the Members shall have such rights, power
and authority as generally conferred under applicable law, provided, that, it is
expressly understood and agreed that none of the following actions shall be
taken unless otherwise approved by the holders of no less than a Majority
Interest of the Members:

               (a) the voluntary liquidation, dissolution, winding up or
      abandonment of the Company;

               (b) the merger or consolidation of the Company with any other
      Organization;

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               (c) the sale or transfer of all or substantially all of the
      assets of the Company;

               (d) the acquisition of any other business, whether by way of
      the purchase of assets, capital stock or otherwise;

               (e) the creation of any subsidiary or the subscription for
      shares of capital stock or other ownership interests in any subsidiary
      or other company;

               (f) the transaction of any business with, or execution of any
      contract, agreement or other arrangement with, a Member, or an
      Affiliate of any Member;

               (g) any material change in the scope or nature of the business
      of the Company;

               (h) any amendment to the Certificate of Formation or this
      Agreement;

               (i) the admission of an Additional Member;

               (j) the dismissal or appointment of the Manager;

               (k) the Voluntary Withdrawal of a Member;

               (l) the Disposition of any Membership Rights by a Member; or

               (m) any other action which, pursuant to the Act or this
      Agreement, requires the vote or written consent of the Members.

Except as expressly otherwise provided in this Agreement, all Members who have
not withdrawn from the Company shall be entitled to vote on such matters
submitted to a vote or consent of the Members. Any action voted on by the
Members, unless otherwise provided in the Act or this Agreement, shall require
the consent of a Majority Interest of the Members. Withdrawn Members are not
entitled to vote on any matter that is required or allowed to be approved by the
Members.

Section 8.        CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS.

      8.1. Capital Contributions. Upon and after execution of this Agreement,
each Member shall contribute to the Company for the Member's Membership Rights
an initial Capital Contribution of Money, Property or services rendered with a
value commensurate to the dollar amount as set forth opposite the name of each
Member on Exhibit A. No Member shall have the right to withdraw or to be repaid
any Capital Contribution except as provided in this Agreement. Except as
expressly provided in this Agreement, the Members shall have no other obligation
to make any additional Capital Contributions to the Company. No interest shall
accrue on any Capital Contribution.

      8.2. Capital Accounts. The Company shall establish and maintain a Capital
Account for each Member. Each Member's Capital Account shall be increased by (i)
the amount of any Money actually contributed by the Member to the capital of the
Company, (ii) the fair market value of any Property other than Money
contributed, as determined at the time of contribution (net of liabilities
assumed by the Company or subject to which the Company takes such Property,

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within the meaning of Section 752 of the Code) and (iii) Net Profits (including
any loss or deduction allocated to the Member to reflect the difference between
the book value and tax basis of assets contributed by the Member). Each Member's
Capital Account shall be decreased by (iv) the amount of any Money actually
distributed by the Company to the Member, (v) the fair market value of any
Property other than Money distributed to the Member, as determined at the time
of Distribution (net of liabilities of the Company assumed by the Member or
subject to which the Member takes such Property within the meaning of Section
752 of the Code) and (vi) Net Losses (including any loss or deduction allocated
to the Member to reflect the difference between the book value and tax basis of
assets contributed by the Member).

Section 9.        ALLOCATIONS AND DISTRIBUTIONS.

      9.1. Allocations of Net Profits and Net Losses from Operations. All Net
Profits, Net Losses and other items of income, gain, loss, deduction and credit
of the Company shall be allocated annually to the Members pursuant to each
Member's Sharing Percentage.

      9.2. Distributions. The Board of Directors shall determine in its
reasonable judgment to what extent, if any, the Company may make Distributions
in accordance with this Agreement, and shall authorize the Manager to make such
Distributions to the Members at such times and in such amounts as the Board of
Directors determines.

      9.3. Limitations on Distributions. No Distribution shall be declared and
paid unless, after the Distribution is made, the assets of the Company are in
excess of all liabilities of the Company, except liabilities to the Members on
account of their Capital Accounts.

Section 10.       TAXES AND ACCOUNTING.

      10.1. Tax Classification. The Company will be treated as a partnership for
federal income tax purposes unless and until unanimously agreed otherwise by the
Members.

      10.2. Elections. Upon authorization of the Board of Directors, the Manager
may make any tax elections for the Company allowed under the Code or the tax
laws of any Taxing Jurisdiction.

      10.3. Taxes of Taxing Jurisdictions. To the extent that the laws of any
Taxing Jurisdiction require, the Members shall submit an agreement indicating
that the Members shall make timely income tax payments to the Taxing
Jurisdiction and that the Members accept personal jurisdiction of the Taxing
Jurisdiction with regard to the collection of income taxes attributable to the
Member's income and interest and penalties assessed on such income. If the
Members fail to provide such agreement, the Company may withhold and pay over to
such Taxing Jurisdiction the amount of tax, penalty and interest determined
under the laws of the Taxing Jurisdiction with respect to such income. Any such
payments with respect to the income of a Member shall be treated as a
Distribution for purposes of this Section 10.

      10.4. Tax Year. The tax year of the Company shall be a calendar year.

      10.5. Tax Elections. RFA shall, without any further consent of the Members
being required (except as specifically required herein), be authorized to make
any and all elections for federal, state, local, and foreign tax purposes
including, without limitation, any election, if

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permitted by applicable law: (i) to make the election provided for in Code
Section 6231(a)(1)(B)(ii); (ii) to adjust the basis of property pursuant to Code
Sections 754, 734(b), and 743(b), or comparable provisions of state, local, or
foreign law, in connection with transfers of Membership Rights and the making of
Distributions; (iii) with the consent of all of the Members, to extend the
statute of limitations for assessment of tax deficiencies against the Members
with respect to adjustments to the Company's federal, state, local, or foreign
tax returns; and (iv) to the extent provided in Code Sections 6221 through 6231
and similar provisions of federal, state, local, or foreign law, to represent
the Company and the Members before taxing authorities or courts of competent
jurisdiction in tax matters affecting the Company or the Members in their
capacities as Members, and to file any tax returns and execute any agreements or
other documents relating to or affecting such tax matters, including agreements
or other documents that bind the Members with respect to such tax matters or
otherwise affect the rights of the Company and the Members. RFA is specifically
authorized to act as the "Tax Matters Partner" under the Code and in any similar
capacity under state or local law.

      10.6. Financial Reporting. The Company shall keep true and accurate books
of account and records in accordance with sound accounting practices and
generally accepted accounting principles and provide the Members with monthly
financial statements and operating reports of the Company, in such form and
detail as may be required by RFA. The accounts of the Company shall be audited
on an annual basis by an independent public accounting firm selected by RFA. At
its discretion, RFA may prescribe standards and requirements for bookkeeping,
accounting and record keeping for the Company, providing such standards and
requirements otherwise meet the requirements of this Section 10.6. Any financial
statements furnished by the Company to the Members shall be accompanied by a
written certification of the Manager that the statements have been prepared in
accordance with generally accepted accounting principles consistently applied.

      10.7. Inspection Rights. Notwithstanding any other provision of this
Agreement, either Member shall have the right at all reasonable times during
usual business hours to audit, examine and make copies or extracts of or from
the complete books, records and financial statements of the Company. Such right
may be exercised by a Member through any of its Members, partners, directors,
officers, employees or agents (as designated by such party) or by any of its
independent certified public accountants or attorneys (as designated by such
party).

Section 11.       DISPOSITION OF MEMBERSHIP RIGHTS.

      11.1. General Prohibition on Disposition. Except as provided in Section
11.3 of this Agreement, no Member may Dispose of all or any portion of, or any
interest or rights in, the Member's Membership Rights. Any attempt to Dispose of
any Membership Rights other than in accordance with the provisions of this
Agreement shall be void and of no force or effect.

      11.2. Effect of Purported Transfer. No transfer of Membership Rights in
the Company in violation of this Agreement shall be of any force or effect, and
no such transfer shall be made or recorded on the books of the Company. Each
Member agrees that monetary damages for violation of this Agreement are not an
adequate remedy, and, therefore, any transfer or threatened transfer in
violation of this Agreement may and should be enjoined. Any purported transfer
in violation of this Agreement, whether voluntary or involuntary, will not
affect the beneficial ownership of the Membership Rights, and the Member making
the purported transfer shall retain the right to vote and the right to receive
distributions and liquidation proceeds on or with respect to said Membership
Rights.

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      11.3. Transfers by RFA. If RFA intends to transfer any of its Membership
Rights of the Company to any Person, RFA shall give thirty (30) days written
notice to the Company and Operator of its intention to transfer such Membership
Rights. The notice, in addition to stating the fact of the intention to
transfer, shall state the name and address of the proposed transferee, shall
specify the price, terms, and conditions of the proposed transfer, and shall be
accompanied by a photocopy of such offer. Within (15) days of the receipt of the
notice of the intention to transfer, Operator shall have the option to notify
RFA of its intention to participate in the transfer and shall have the right to
include its Membership Rights in the proposed transfer, on the same terms and
conditions as the proposed transfer.

      11.4. Identity and Governing Documents of Operator. At any time upon
request of RFA, Operator shall furnish RFA with copies of Operator's current
governing documents, including, but not limited to, its current charter, bylaws,
close corporation agreements, buy-sell agreements, partnership agreement, and/or
limited liability company agreement. If Operator is a corporation, Operator
shall maintain a current list of owners of records and all beneficial owners of
any class of voting securities of Operator and shall furnish the list to RFA
upon request. If Operator is a partnership or limited liability company,
Operator shall prepare and furnish to RFA upon request, a list of all general
and limited partners, or members, respectively, in Operator.

Section 12.       WITHDRAWAL OF A MEMBER

      12.1. Voluntary Withdrawal. No Member shall have the right or power to
voluntarily withdraw from the Company and any attempted Voluntary Withdrawal by
a Member shall be null and void.

      12.2. Involuntary Withdrawal. A Member shall withdraw from the Company
upon the occurrence of any of the events of Involuntary Withdrawal.

      12.3. Obligations of the Company. Within the six (6) month period
following the Involuntary Withdrawal of a Withdrawn Person, the Company may
purchase the Membership Rights of the Withdrawn Person at a price based on the
fair market value of the Membership Rights ("Fair Market Value") determined in
accordance with Section 12.4.

      12.4. Fair Market Value. For purposes of Section 12.3, Fair Market Value
shall be determined by an Appraiser selected by RFA (the "First Appraiser").
Upon receipt of the First Appraiser's report, Operator shall have thirty (30)
days to reject the report and select a second Appraiser (the "Second
Appraiser"); otherwise Operator shall be deemed to have accepted the First
Appraiser's report.

      If Operator selects a Second Appraiser, the Second Appraiser will have
thirty (30) days from the date of selection to prepare and submit to the Company
its own appraisal report. If the determinations of fair market value of the
Member's Rights by First Appraiser and Second Appraiser vary by less than ten
percent (10%) of the higher determination, the Fair Market Value shall be the
average of the two determinations.

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      If the determinations vary by more than ten percent (10%) or more of the
higher determination, the First Appraiser and Second Appraiser shall promptly
designate a third Appraiser (the "Third Appraiser"). Neither the Company nor any
Member shall provide, and the First Appraiser and Second Appraiser shall be
instructed not to provide, any information to the Third Appraiser as to the
determinations of the First Appraiser and the Second Appraiser or otherwise
influence the Third Appraiser's determination in any way. The Third Appraiser
shall submit its determination of fair market value to the Members and the
Company within thirty (30) days of the date of its selection. The Fair Market
Value of a Member's Rights shall be equal to the average of the two closest of
the three determinations.

      The determination of Fair Market Value in accordance with the foregoing
procedure shall be final and binding on the Company and each Member. If any
Appraiser is only able to provide a range in which fair market value would
exist, the average of the highest and lowest value in the range shall be deemed
to be the Appraiser's determination of fair market value.

      Each Appraiser selected pursuant to the provisions of this Section 12.4
shall be a qualified independent Person with prior experience in appraising
businesses comparable to the business of the Company. The fees and expenses of
the Appraisers shall be paid as follows: (i) First Appraiser - by RFA; (ii)
Second Appraiser - by Operator and (iii) Third Appraiser - by RFA and Operator
equally.

Section 13.       ADMISSION OF ADDITIONAL MEMBERS

      Except with respect to a sale of Membership Rights in compliance with
Section 11, which, except for the last sentence of this paragraph, shall not be
subject to this Section 13, the admission of an Additional Member and a
determination of the Capital Contribution required therefrom shall be made by
the vote or written consent of a Majority Interest of the Members. Any Member
may grant or withhold the approval of such admission or determination in his,
her or its sole and absolute discretion. Upon the admission of an Additional
Member, the Members, the Company and the Additional Member shall adopt a written
revised limited liability company agreement as provided by the Act.

Section 14.       DISSOLUTION AND WINDING UP

      14.1. Dissolution. The Company shall be dissolved and its affairs wound up
upon the first to occur of the following events ("Dissolution Events"): (a) the
vote or written consent of a Majority Interest of the Members; (b) whenever
there are no Members; or (c) the entry of a decree of judicial dissolution.
Except as required under the Act or as specifically stated in this Section 14.1
no event that would cause a dissolution under the Act shall cause a dissolution
of the Company.

      14.2. Effect of Dissolution. Upon dissolution, the Company shall cease
carrying on, as distinguished from the winding up and liquidation of, the
Company's business. The Company is not terminated upon Dissolution, but
continues its existence until the winding up of the affairs of the Company is
completed and the business of the Company may be continued in order to maximize
its value as a going concern for eventual sale.

      14.3. Distribution of Assets on Dissolution, Winding Up and Liquidation.
Upon the winding up of the Company and liquidation of its assets (to the extent
determined by the Members or liquidating trustee, as applicable), the Company
Property shall be distributed as follows:

                                       12
<PAGE>

               (a) first, to creditors, including the Members who are
      creditors, to the extent permitted by law, in satisfaction of Company
      Liabilities other than liabilities for Distributions to Members;

               (b) second, to establish any reserves deemed necessary by the
      Manager or liquidating trustee;

               (c) third, to the Members for Distributions and return of
      capital in proportion to and to the extent of the Member's positive
      Capital Account balances taking into account all Capital Account
      adjustments for the Company's taxable year in which the liquidation
      occurs; and

               (d) thereafter, any remaining balance to the Members in
      accordance with their Sharing Percentages.

      Liquidation proceeds shall be paid within the later of sixty (60) days
after the end of the Company's taxable year or ninety (90) days after the date
of liquidation and shall be in Money or other Property (which need not be
distributed proportionately) or partly in both, as determined by the Members.

      14.4. No Recourse. Upon the winding up or termination of the Company, each
Member shall look solely to the assets of the Company for the return of such
Member's investment. If the Company assets remaining after payment and discharge
of debts and liabilities of the Company, including any debts and liabilities
owed to any one or more of the Members, is not sufficient to satisfy the rights
of each Member, such Member shall have no recourse or further right or claim
against the Manager, any Affiliate, any officer, any director, employee,
attorney or agent of the Manager or of any Affiliate, or the remaining Members.

      14.5. Reserves. In winding up the affairs of the Company and distributing
its assets, the Manager or liquidating trustee, as applicable, shall set up a
reserve to meet any contingent or unforeseen liabilities or obligations, and
shall deposit funds for such purpose, together with funds held by the Company
for distribution to the Members which remain unclaimed after a reasonable period
of time, in a separate account established for the purpose of disbursing the
reserves and funds. At the expiration of such period as the Manager or
liquidating trustee, as applicable, deem advisable, the manager or liquidating
trustee, as applicable, shall be authorized and directed to distribute the
balance thereafter remaining in the manner provided in Section 14.3(c) and (d),
as applicable.

Section 15.       MERGER AND CONSOLIDATION.

      The Company shall have the authority to merge or consolidate with or into
another limited liability company, a limited partnership, a corporation or other
entity, domestic or foreign, as permitted by the Act, provided that the
agreement of merger or consolidation is approved by the vote or written consent
of a Majority Interest of the Members.

                                       13
<PAGE>

Section 16.       LOCATION

      Operator shall operate the Business only at _________ (the "Approved
Location"). Operator shall not operate the Business at any other location
without the approval of the Board of Directors, which consent may be withheld by
RFA, in its sole and absolute discretion.

Section 17.       OUTSIDE ACTIVITIES; CONFIDENTIALITY

      17.1. Outside Activities. It is understood that each of the Parties and
their respective Affiliates may be interested directly or indirectly, by
ownership, contract, agency or otherwise, in various other businesses and
undertakings which are not included within the Business and may be competitive
with the Business ("Outside Activities"). The Parties agree that, by entering
into this Agreement, no Party shall be prejudiced as to its rights, or as to the
rights of its Affiliates, to have such other interests and activities and to
receive and enjoy the profits and compensation therefrom, nor shall a Party be
required to account to the Company or any other Member for any such other
interests and activities. Operator represents that it has disclosed to RFA all
interests in Outside Activities, and so long as it remains a Member, agrees to
provide prompt disclosure of any and all of its Outside Activities to RFA.

      17.2. Conflicts of Interest. No Member shall, by reason of any other
interest or activity on its part (or the part of any of its Affiliates), be
deemed to have any obligations of a fiduciary nature to the other and each
Member hereby waives any claim of a conflict of interest against the other
Members arising out of any such interest or activity of the others.

      17.3. Ownership of Company Assets. Title to all property and assets of the
Company whether real or personal and wherever located shall be vested in the
name of the Company and no Member shall have any right to possess or use any
such property or assets for its own purposes apart from any such use or
possession on behalf of the Company in furtherance of the Business.

      17.4. Confidentiality. Each Member shall keep secret and retain in
strictest confidence, and shall cause each of its Affiliates and its and their
respective Members, partners, directors, officers, employees and agents
(collectively "Representatives") to keep secret and retain in strictest
confidence, any and all Confidential Information relating to the other party,
the Company and the business of the Company which are (i) not otherwise in the
public domain, (ii) not otherwise in the rightful possession of such party, and
(iii) not otherwise required to be disclosed pursuant to any applicable laws.
For purposes of clarification, however, nothing herein shall prohibit or
otherwise impede the right or ability of any party or any of its Affiliates from
engaging in a business similar to that of the Company. The obligations under
this Section 17.4 shall survive the termination of the Company.

      To the fullest extent permitted by any applicable law, if any party or any
of its Affiliates or Representatives breaches, or threatens to commit a breach
of this Section 17.4, the other party and the Company shall have the right and
remedy to have this Section 17.4 specifically enforced by any court having
jurisdiction, it being acknowledged and agreed that money damages would not
provide any adequate remedy to such other party or the Company. Nothing in this
Section 17 shall be construed to limit the right of any such party or the
Company to collect money damages in the event of a breach of this Section 17.4.

                                       14
<PAGE>

      For purposes of this Agreement, "Confidential Information" of any Party or
the Company, as the case may be, means (i) trade secrets concerning such party
or the Company, as the case may be, including without limitation, product
specifications, data, know-how, formulae, formulations, compositions, processes,
designs, sketches, photographs, graphs, drawings, samples, inventions and ideas,
past, current and planned research and development, current and planned
manufacturing and distribution methods and processes, current and anticipated
customer requirements, price lists, market studies, business plans, computer
software and program (including object code and source codes), computer software
and database technologies, systems, structures and architectures (and related
processes, formulae, compositions, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information; (ii) any and all
business, financial and operating information concerning such party or the
Company, as the case may be, including without limitation, historical financial
statements, financial projections and budgets, historical and projected sales,
capital spending budgets and plans, the names and backgrounds of key personnel,
and personnel training and techniques and materials; and (iii) any and all
notes, analysis, compilations, studies, summaries, and other material containing
or based, in whole or in part, on any information included in the foregoing.

Section 18.       INTELLECTUAL PROPERTY

      Except as authorized by RFA, the Company shall not display the trademark,
service mark, trade name, insignia or logo type of any other person, firm or
corporation in connection with the Business.

Section 19.       REPRESENTATIONS AND WARRANTIES; POST CLOSING EVENTS

      19.1. Representations and Warranties. Each Party hereby represents and
warrants to each other Party and the Company that: (a) such Party is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, with the requisite power and authority to
execute and deliver this Agreement and perform its obligations hereunder; (b)
this Agreement has been duly authorized, executed and delivered by such Party
and constitutes the legal, valid and binding obligation of such Party
enforceable against it in accordance with its terms; (c) to the best of the
knowledge of such Party, neither the execution nor delivery by it of this
Agreement, nor the consummation of the transactions contemplated hereby, will
(i) violate any agreement, commitment; judgment or order to which such Party is
a party or by which their property is bound, (ii) contravene any law or
regulation having applicability to such Party or (iii) result in or require the
creation or imposition of any encumbrance of any nature upon, or with respect
to, any properties or assets now owned or hereafter acquired by such Party; and
(d) such Party has fully reviewed the terms and provisions of this Agreement.

      19.2. Subsequent Actions. Following the execution of this Agreement, each
Party agrees to: (a) execute and/or deliver such instruments or documents as may
be determined to be reasonable or appropriate in order to evidence (i) their due
authorization of this Agreement and the consummation of the transactions
contemplated hereby and (ii) the appointment of the Board of Directors; and (b)
execute each of the other agreements, instruments or other documents as may be
determined reasonable or appropriate to evidence the transactions contemplated
hereby.

      19.3. Conditions. No Party shall have any obligation to consummate the
transactions contemplated hereby unless each of the following conditions is
fully satisfied to the reasonable satisfaction of all of the Parties that: (a)
the representations and warranties of each of the Parties

                                       15
<PAGE>

shall be true and correct in all material respects as of the date of the
Closing; (b) no legal action, proceeding, investigation, regulation or
legislation shall have been instituted, threatened or proposed before any
judicial or other governmental authority to enjoin, restrain, prohibit or obtain
damages in respect of, or which is otherwise related to, this Agreement, or the
consummation of the transactions contemplated hereby or thereby; and (c) no
event, occurrence or other condition shall then exist which in the reasonable
opinion any Party makes it inadvisable to consummate the transactions
contemplated hereby.

      19.4. Further Assurances. Each of the Members agrees to exercise its
voting rights in the Company and to take such other steps within the power of
such party to insure that the Company performs and observes the provisions of
this Agreement. The Members shall otherwise each cooperate fully and in good
faith with each other to consummate the transactions contemplated herein and to
carry out the covenants that survive the execution of this Agreement and shall
each execute and deliver all such further assignments, endorsements and other
documents and perform all such other acts as may be necessary in furtherance of
the consummation of such transactions and performance of such covenants.

Section 20.       BROKERS

      Each of the Parties shall indemnify and hold the other and the Company
harmless from and against any and all claims, losses, liabilities or expenses
which may be asserted against such other party as a result of the first party's
dealings, arrangements or agreements with any broker or finder.

Section 21.       AMENDMENT

      21.1. Agreement May Be Modified. This Agreement may be modified only as
provided in Section 21.2. No Member shall have any vested rights in this
Agreement which rights may not be modified through an amendment to this
Agreement.

      21.2. Amendment or Modification. This Agreement may be amended or modified
from time to time only by a written instrument adopted by vote or written
consent of a Majority Interest of the Members, except that this Agreement may be
modified from time to time by the Manager upon authorization of the Board of
Directors: (i) to reflect any change in the Members; (ii) to reflect any change
in the number of Votes held by any Member; (iii) to clarify, without changing
the substance of, this Agreement; or (iv) to reflect changes that are necessary
to preserve the tax attributes of the Company.

      21.3. Execution of Amendments. Each Member shall execute all documents and
instruments necessary to evidence its approval of all actions, including,
without limitation, amendments to this Agreement, taken or authorized by the
Members as provided in this Agreement.

Section 22.       ASSIGNMENT

      This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors and permitted assigns. No Party may
assign either this Agreement or any of its rights, interests or obligations
hereunder without the prior written approval of the other Party, provided
however, that RFA may assign any or all of its rights and interests hereunder
to:

                                       16
<PAGE>

(i) one or more of its Affiliates (in which event RFA shall not be released from
its obligations hereunder); (ii) the purchaser of substantially all of the
assets of NewGen or RFA; or (iii) the survivor of a merger of NewGen or RFA with
any Person.

Section 23.       MISCELLANEOUS PROVISIONS

      23.1. Dispute Resolution. If a dispute arises under this Agreement or with
respect to its interpretation or enforcement, upon the written demand of either
RFA or Operator to the other, the matter in dispute shall be submitted to
arbitration by three (3) arbitrators appointed by the American Arbitration
Association in Charlotte, North Carolina. Any arbitrator selected to serve shall
be qualified by experience for the matters for which such arbitration is
designed to serve. The right to conduct discovery shall be granted by the
arbitrator in his sole discretion with a view to avoiding surprise and providing
reasonable access to necessary information or to information likely to be
presented during the course of the arbitration. The discovery period shall not
exceed sixty (60) days. Arbitration proceedings shall be held in Charlotte,
North Carolina. Judgment upon any arbitration award may be entered in any court
of competent jurisdiction, and the parties hereby consent to the jurisdiction of
such court for this purpose. The arbitrator's award shall be based on Delaware
law, shall be in writing and shall be final and binding upon the parties. The
parties shall share the procedural costs of arbitration equally unless the
arbitrator decides otherwise. Each party shall pay its own attorneys' fees,
costs and other expenses incurred in connection with the arbitration. No
arbitration arising under the Agreement shall include, by consolidation, joinder
or any other manner, any person or entity not a party to this Agreement unless
(a) such person or entity is substantially involved in a common question of fact
or law, (b) the presence of the person or entity is required if complete relief
is to be accorded in the arbitration, and (c) the person or entity has consented
to be included. The arbitration proceeding and any judicial review thereof shall
in all respects be governed by the provisions of the United States Arbitration
Act notwithstanding any choice of law provisions that may be contained herein.

      23.2. Notices. All notices, communications, payments or other
correspondence (collectively, a "Notice") required to be given or made under
this Agreement shall be in writing and delivered personally or by registered or
certified mail, postage prepaid, return receipt requested, and shall be
effective upon receipt by the addressee, unless acceptance of delivery is
refused, in which case the notice shall be effective on the third day after the
attempted delivery. All notices shall be given to the parties at the addresses
provided on Exhibit A, or such other addresses as may be the subject of a notice
given hereunder.

      23.3. Entire Agreement; Interpretation. This Agreement represents the
entire agreement by and among the Members and the Company. It is the express
intention of the Members that this Agreement and any agreements expressly
provided for in this Agreement, shall be the sole source of agreement of the
parties hereto with respect to the subject matter hereof and, except to the
extent provisions of this Agreement expressly incorporate federal income tax
rules by reference to sections of the Code or Regulations or to the extent any
provision is expressly prohibited or ineffective under the Act, this Agreement
shall govern, even when inconsistent with, or different from, the provisions of
the Act or any other law or rule. To the extent any provision of this Agreement
is prohibited or ineffective under the Act, this Agreement shall be considered
amended to the smallest degree possible in order to make this Agreement
effective under the Act. In the event the Act is subsequently amended or
interpreted in such a way as to make any provision of this Agreement that was
formerly invalid valid, such provision shall be considered to be valid from the
effective date of such interpretation or amendment.

                                       17
<PAGE>

      23.4. Rights of Creditors and Third Parties Under this Agreement. This
Agreement is entered into by and among the Company and the Members for the
exclusive benefit of the Company, the Members and their respective successors,
assigns, heirs and legal representatives. This Agreement is expressly intended
not to benefit any creditor of the Company or any other Person. Except and only
to the extent provided by applicable statute, no such creditor or third party
shall have any rights under this Agreement or any agreement between the Company
and a Member.

      23.5. Governing Law. This Agreement and any amendments hereto shall be
governed, interpreted and construed in accordance with the laws of the State of
Delaware, without regard to Delaware conflicts of law provisions.

      23.6. Severability. Each provision of this Agreement shall be severable if
unenforceable and the remainder of this Agreement shall not be void as a result
of the unenforceability of any such provision.

      23.7. Counterparts. This Agreement may be executed by the parties hereto
manually or by facsimile signature in separate counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts
together shall constitute one and the same instrument. Each counterpart may
consist of a number of copies hereof each signed by less than all, but together
signed by all of the parties hereto.

      23.8. No Partnership Intended for Non-tax Purposes. The Members have
formed the Company under the Act and expressly do not intend hereby to form a
partnership under Delaware law. The Members do not intend to be partners one to
another, or partners as to any third party. To the extent any Member, by word or
action, represents to another person that any other Member is a partner or that
the Company is a partnership, the Member making such wrongful representation
shall be liable to any other Member who incurs personal liability by reason of
such wrongful representation.










                                       18

<PAGE>



      THE PARTIES, INTENDING TO BE BOUND, have made and entered into this
Agreement as of the Effective Date.

"THE COMPANY"                               "INITIAL MEMBERS"

                                            "RFA"
POWERSHIFT BIOFUELS                         REFUEL AMERICA, INC.
OF IOWA, LLC



By: /s/ Dan Leach                           By: /s/ Bruce Wunner
   ---------------------------------            --------------------------------
   _______________, Authorized                  Name:  Bruce Wunner
   Representative                               Title: Chief Executive Officer

                                            "OPERATOR"

                                            POWERSHIFT ENERGY COMPANY, INC.

                                            /s/ Dan Leach
                                            ------------------------------------

      The undersigned hereby accepts his appointment as Manager of POWERSHIFT
BIOFUELS OF IOWA, LLC.


                                            /s/ Dan Leach
                                            ------------------------------------
                                            Dan Leach






                                       19
<PAGE>


                                    EXHIBIT A
                                       TO
                        POWERSHIFT BIOFUELS OF IOWA, LLC
                               OPERATING AGREEMENT

MEMBERS

<TABLE>
<CAPTION>
                                                  Capital                             Voting       Sharing
           Member Name and Address          Contribution                        Percentage   Percentage
           -----------------------          -------------                       ----------   ----------
<S>         <C>                            <C>                                  <C>          <C>
1.         Refuel America, Inc.             $125,000 to be made available       50%          50%
                                            to the Company in increments of
                                            $25,000 per month, or such
                                            greater amounts as may be
                                            determined by the Board of
                                            Directors, to fund the start-up
                                            and initial working capital
                                            needs of the Company

2.         PowerSHIFT Energy Company, Inc.  Services to date provided and       50%          50%
                                            all rights with respect to the
                                            Fairfield, Iowa Biodiesel
                                            Project
</TABLE>





<PAGE>


                                    EXHIBIT B
                                       TO
                        POWERSHIFT BIOFUELS OF IOWA, LLC
                               OPERATING AGREEMENT

DEFINITIONS


      1. "Act" means the Delaware Limited Liability Company Act, as set forth in
Del. Code Ann. tit. 6, 18-101 et seq., as amended from time to time (or any
corresponding provisions of succeeding law).

      2. "Additional Members" means those Persons who are admitted as members of
the Company and acquire full Membership Rights in the Company pursuant to
Section 13 of this Agreement.

      3. "Affiliate" of a party means any other person or entity, directly or
indirectly controlling, controlled by or under common control with, such party,
other than the Company.

      4. "Agreement" has the meaning set forth in the preamble to this
Agreement.

      5. "Appraiser" has the meaning set forth in Section 12.4 of this
Agreement.

      6. "Approved Location" has the meaning set forth in Error! Reference
source not found. of this Agreement.

      7. "Biodiesel" means (a) the monoalkyl esters of long chain fatty acids
derived from plant or animal matter or (b) biodiesel derived from virgin oils,
including esters derived from virgin vegetable oils from corn, soybeans, palm,
sunflower seeds, cottonseeds, canola, crambe, rapeseeds, safflowers, flaxseeds,
rice bran, and mustard seeds, and from animal fats.

      8. "Biodiesel Mixtures" means a mixture of Biodiesel and diesel fuel.

      9. "Biodiesel Byproducts" means the byproducts derived from the production
of Biodiesel and Biodiesel Mixtures.

      10. "Board of Directors" has the meaning set forth in Section 5.1 of this
Agreement.

      11. "Capital Account" means an account maintained for a Member in
accordance with Section 8.2 of this Agreement.

      12. "Capital Contribution" means any contribution of Money, Property or
services rendered, or any binding written obligation to contribute Money,
Property or services on behalf of a Member as authorized by this Agreement.

      13. "Certificate of Formation" has the meaning set forth in Recital A to
this Agreement.

<PAGE>

      14. "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

      15. "Company" has the meaning set forth in the preamble to this Agreement.

      16. "Company Investment Policy" means the written investment policy of the
Company prepared by NewGen Technologies, Inc., as amended from time to time.

      17. "Company Liability" means any enforceable debt or obligation for which
the Company is liable or which is secured by any Company Property.

      18. "Company Property" means any Property owned by the Company.

      19. "Confidential Information" has the meaning set forth in Section 17.4
of this Agreement.

      20. "Director" has the meaning set forth in Section 5.2 of this Agreement.

      21. "Disposition" or "Dispose" means any sale, transfer, gift, exchange,
assignment, mortgage, pledge, grant, hypothecation or other transfer, absolute
or as security or encumbrance (including dispositions by operation of law and
transfers without consideration) of a Member's Membership Rights in the Company.

      22. "Dissolution Event" means an event, the occurrence of which will
result in the dissolution of the Company under Section 14.1 of this Agreement.

      23. "Distribution" means a disbursement of Property to a Member.

      24. "Effective Date" has the meaning set forth in Recital A to this
Agreement.

      25. "Fair Market Value" has the meaning set forth in Section 12.4 of this
Agreement.

      26. "First Appraiser" has the meaning set forth in Section 12.4 of this
Agreement.

      27. "Gross Asset Value" means the agreed upon fair market value of a
Capital Contribution made in Property other than Money, as set forth on Exhibit
A attached hereto.

      28. "Initial Members" has the meaning set forth in the preamble to this
Agreement.

      29. "Involuntary Withdrawal" or "Involuntarily Withdrawn" means, with
respect to any Member, the occurrence of any of the following events:

      (a) such Member makes an assignment for the benefit of creditors;

      (b) such Member files a voluntary petition of bankruptcy;

      (c) such Member is adjudicated bankrupt or insolvent;

      (d) such Member files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against the Member in any
Proceeding;

<PAGE>

      (e) such Member's death or adjudication by a court of competent
jurisdiction that the Member is incompetent to manage his person or property, or
the death or adjudication of incompetency of any Person holding a majority
interest, by vote or value, of Operator; or

      (f) if such Member is an estate, the distribution by the fiduciary of the
estate's entire interest in the limited liability company.

      30. "Business" has the meaning set forth in Recital A of this Agreement.
The term "Business" does not include soybean or other crushing operations.

      31. "Majority Interest" means one or more Members which, taken together,
have Voting Percentages that exceed fifty percent (50%).

      32. "Management Rights" means the rights of a Member to participate in the
management of the Company, including the rights to information and to consent to
or approve actions of the Company, as and to the extent set forth in this
Agreement.

      33. "Manager" has the meaning provided in Section 6.1 of this Agreement.

      34. "Members" means the Initial Members and any Person who is subsequently
admitted as an Additional Member.

      35. "Membership Rights" means all of the rights of a Member in the Company
under this Agreement or under the Act, including such Member's Management
Rights.

      36. "Money" means cash or other legal tender of the United States or any
obligation that is immediately reducible to legal tender without delay or
discount. Money shall be considered to have a value equal to its face amount.

      37. "NewGen" means NewGen Technologies, Inc., a Delaware corporation, and
its successors and assigns.

      38. "Net Losses" means the losses and deductions of the Company determined
in accordance with accounting principles consistently applied from year to year
employed under the method of accounting adopted by the Company and as reported
separately or in the aggregate, as appropriate, on the tax return of the Company
filed for federal income tax purposes.

      39. "Net Profits" means the income and gains of the Company determined in
accordance with accounting principles consistently applied from year to year
employed under the method of accounting adopted by the Company and as reported
separately or in the aggregate, as appropriate, on the tax return of the Company
filed for federal income tax purposes.

      40. "Notice" has the meaning set forth in Section 23.2 of this Agreement.

      41. "Operating Plan" has the meaning set forth in Section 6.4 of this
Agreement.

      42. "Operator" has the meaning set forth in the preamble to this
Agreement.

<PAGE>

      43. "Organization" means a Person, other than a natural person, and
includes, without limitation, corporations (both non-profit and other
corporations), partnerships (both limited and general), joint ventures, limited
liability companies and unincorporated associations, but the term does not
include joint tenancies and tenancies by the entirety.

      44. "Outside Activities" has the meaning set forth in Section 17.1 of this
Agreement.

      45. "Parties" or "Party" has the meaning set forth in the preamble to this
Agreement.

      46. "Person" means a natural person or Organization.

      47. "Principal Office" has the meaning provided in Section 2.9 of this
Agreement.

      48. "Proceeding" means any judicial or administrative trial, hearing or
other activity, civil, criminal or investigative, the result of which may be
that a court, arbitrator or governmental agency may enter a judgment, order,
decree or other determination which, if not appealed and reversed, would be
binding upon the Company, a Member or other Person subject to the jurisdiction
of such court, arbitrator or governmental agency.

      49. "Property" means any property, real or personal, tangible or
intangible, including Money and any legal or equitable interest in such
property, but excluding services and promises to perform services in the future.

      50. "Regulations" means, except where the context indicates otherwise, the
permanent, temporary, proposed or proposed and temporary regulations of the
Department of the Treasury under the Code.

      51. "Representatives" has the meaning provided in Section 17.4.

      52. "RFA" has the meaning set forth in the preamble to this Agreement.

      53. "Second Appraiser" has the meaning set forth in Section 12.4 of this
Agreement.

      54. "Secretary of State" has the meaning set forth in Recital A to this
Agreement.

      55. "Securities Act" means the Securities Act of 1933.

      56. "Sharing Percentage" means the amount (expressed as a percentage) set
forth on Exhibit A attached hereto.

      57. "Tax Matters Partner" has the meaning set forth in Section 10.5 of
this Agreement.

      58. "Taxable Year" means the taxable year of the Company as determined by
the Members in accordance with Section 706 of the Code.

      59. "Taxing Jurisdiction" means the United States and any state, local or
foreign governmental entity which collects tax, interest or penalties, however
designated, on any income or gain of the Company or any Member's share of the
income or gain attributable to the Company.

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      60. "Third Appraiser" has the meaning set forth in Section 12.4 of this
Agreement.

      61. "Voluntary Withdrawal" or "Voluntarily Withdraw" means a Member's
disassociation from the Company other than a Disposition or an Involuntary
Withdrawal.

      62. "Vote" or "Votes" means units of voting power held by a Member as
represented by that number set forth on Exhibit A attached hereto.

      63. "Voting Percentage" means, with respect to any Member, the Voting
Percentage determined by dividing (a) the number of Votes held by such Member by
(b) the total number of Votes held by all Members.

      64. "Withdrawn Person" means a Member (or the estate or legal
representative of such Member) who has Voluntarily Withdrawn or Involuntarily
Withdrawn from the Company.