ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

THAT GS CARBON CORPORATION, a Delaware corporation (the "Seller"), effective as

of July 1, 2007, pursuant to that certain Share Purchase Agreement effective

July 1, 2007 by and between GS CLEANTECH CORPORATION (the "Buyer"), and all

agreements executed or delivered in connection therewith (collectively, the

"Purchase Documents"), and for and in considerations for the assumption by Buyer

of all rights and obligations of Seller pursuant to that certain Securities

Purchase Agreement dated February 28, 2007 by and between Seller and CORNELL

CAPITAL PARTNERS, L.P. ("Cornell"), and Convertible Debenture issued by the

Seller on even date therewith in the amount of One Million One Hundred Twenty

five thousand ($1,125,000), and all agreements executed or delivered in

connection therewith (collectively, the "Cornell Liabilities"), and other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged and confessed, has:

GRANTED, SOLD, ASSIGNED, TRANSFERRED CONVEYED and DELIVERED and does by these

presents GRANT, SELL, ASSIGN, TRANSFER, CONVEY and DELIVER unto the Buyer, all

right, title and interest of seller in and to 100% of the capital stock of GS

Carbon Trading, Inc. which company owns certain capital stock of Sterling

Planet, Inc., TerraPass, Inc., Air Cycle Corporation, General Ultrasonics

Corporation and General Carbonics Corporation (the "Purchase Assets"), to Buyer

in return for the assumption by Buyer of the Cornell Liabilities.

TO HAVE AN