EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT made this 6th day of July, 2007, to be effective as of

JANUARY 1, 2007 (the "Effective Date"), by and between THOMAS W. SCOZZAFAVA,

individually, whose address is 2001 Sailfish Point Blvd., #112 Stuart, FL 34996

("Executive"), GREENSHIFT CORPORATION, a corporation of the State of Delaware,

whose address is One Penn Plaza, Suite 1612, New York, New York 10119

("GreenShift"), and GS AGRIFUELS CORPORATION, a corporation of the State of

Delaware, whose address is One Penn Plaza, Suite 1612, New York, New York 10119

("GSGF"). GreenShift, GSGF and Executive shall hereinafter collectively, at

times, be referred to as the "Parties" or individually, at times, as a "Party"

and this Employment Agreement shall hereinafter, at times, be referred to as the

"Agreement."

WHEREAS:

A. GreenShift is a publicly traded company that develops and supports

companies and technologies that facilitate the efficient use of

natural resources;

B. GSGF was founded by GreenShift and is now a publicly traded company

whose business model is based on the manufacturing and sales of

proprietary equipment, including biodiesel equipment, and the use of

new technologies to produce biodiesel, synthetic diesel, and ethanol

from non-traditional feedstocks such as corn oil and cellulosic

biomass through the utilization of several new proprietary

technologies (the "Business");

C. Executive provided material services to GreenShift as its vice

president of acquisitions and strategic transactions pertaining to the

formation of GSGF and GSGF's completion of a series of strategic

transactions resulting in virtually all of GSGF's current activities;

D. GSGF desires to obtain the exclusive continuing services of Executive

as its employee, in the capacity of PRESIDENT AND CHIEF EXECUTIVE

OFFICER of GSGF, and Executive desires to provide services to GSGF as

its employee, in such capacities, and in accordance with the terms,

conditions and covenants set forth in this Agreement; and,

E. GSGF would not have provided Executive with the opportunities,

information and other benefits hereinafter described if Executive had

not agreed to provide all reasonably necessary services relative to

the Business for GSGF as specified hereunder for the full term hereof

and pursuant to the terms, conditions and covenants of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises

and the mutual covenants, agreements, representations and warranties contained

herein, and other good and valuable consideration, the receipt and sufficiency

of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. EMPLOYMENT

A. Employment

GSGF hereby hires and employs Executive to serve as its President and

Chief Executive Officer. Executive shall have those duties and

responsibilities as shall be determined, from time to time, by GSGF's

Board of Directors.

B. Acceptance

Executive hereby accepts its employment hereunder, subject to all of

the terms, conditions and covenants contained in this Agreement.

C. Loyalty

Executive shall devote any and all reasonably necessary time to the

Business, attention and best efforts to the performance of his duties

under this Agreement. During the term of his employment under this

Agreement, Executive shall not at any time or place or to any extent

whatsoever, either directly or indirectly, without the express prior

written consent of GSGF obtained in each instance, voluntarily engage

in any conduct, litigation, business practice, governmental,

regulatory or administrative agency's investigation or dispute or in

any activity whatsoever competitive with, adverse to or detrimental to

the business or affairs of GSGF, whether alone, as a partner, or as a

past or present officer, director, employee, agent, member or

shareholder or in any other capacity whatsoever, of any company or

other entity except under, and pursuant to, this Agreement, and all

fees, commissions, or other income attributable to Executive's

business services relative to the Business during the term of this

Agreement shall inure to and belong to and be the sole property of

GSGF, as the case may be, subject to the terms and conditions set

forth below.

Other than for activities and those activities directly related to

those listed below in Exhibit A, Executive shall not act as an

employee, consultant, independent contractor or otherwise for any

other person, corporation, LLC, LLP, joint venture, partnership or

other entity whatsoever nor conduct any other business whatsoever

during the term of this Agreement without the express written consent

of GSGF obtained in each instance in advance except as provided

herein. Notwithstanding the foregoing to the contrary, nothing herein

shall prevent Executive from being a passive investor or receiving

dividend or interest income or capital gains from investments, all of

which GSGF acknowledges it shall have no entitlement to. Furthermore,

Executive may serve as a member of a board of directors or other

organization(s) which do not compete with GSGF and which do not pose

any conflict of interest or appearance of conflict of interest, and

may participate in other professional, civic, governmental

organizations or activities. Any and all such activities shall be

disclosed to GSGF's Board of Directors, in advance, during the term of

this Agreement. Attached hereto in Exhibit A are those activities

currently disclosed by Executive and acknowledged by GSGF. It is

understood that Exhibit A may be amended from time to time in a manner

consistent with the Terms hereof.

D. Location

Executive shall perform services for GSGF at such locations as may be

mutually agreed upon by the Parties from time to time.

2. RESPONSIBILITIES OF EXECUTIVE

A. Best Efforts

Executive shall use his best efforts on a full time and regular basis

to perform those services which are customary and consistent with

Executive's role with GSGF, or as otherwise directed by GSGF's Board

of Directors and assist GSGF in a diligent and aggressive manner with

the operation and growth of GSGF and in obtaining new business,

acquisition targets, technologies, strategic alliances and other

growth producing opportunities.

B. Cooperation and Conduct

Executive shall work with GSGF to assure that he and all employees of

GSGF at all times cooperate with GSGF personnel, conduct themselves in

a manner consistent with the high image, reputation and credibility of

GSGF and engage in no activities which reflect adversely on GSGF.

C. Reports

Executive shall furnish GSGF, at intervals as reasonably requested by

GSGF, with all financial reports, budgets, forecasts, and such other

information regarding his business efforts on behalf of GSGF under

this Agreement as GSGF may request from time to time.

D. Meetings

Executive shall attend any and all meetings and trade shows as reasonably

required by GSGF, at GSGF's expense.

E. Compliance with Laws

Executive shall comply with all applicable federal, state and local

laws and regulations in performing its obligations hereunder.

F. Business Practices

Executive acknowledges GSGF's corporate policy prohibiting its

employees from receiving or offering any gifts, rebates or other

payments in connection with any GSGF related business transaction or

relationship, and hereby represents and covenants that he has not

made, and will not make, any such payment(s) in connection with any

GSGF related business transaction or relationship and will notify GSGF

immediately if any party requests that any such prohibited payment be

made.

3. SCOPE AND LIMITATIONS OF EXECUTIVE'S AUTHORITY

A. Trade Practices

At no time shall Executive make any false or misleading

representations or engage in any other unfair or deceptive trade

practices with respect to GSGF. Executive shall refrain from

communicating any representations, guarantees or warranties with

respect to GSGF, except such as are authorized expressly by GSGF in

writing or are set forth in GSGF's literature.

B. Relationship of the Parties

Executive acknowledges that he is being engaged hereunder as a full

time employee of GSGF. Other than those listed in Exhibit A attached

hereto, Executive shall not engage in any other commercial venture

during the term hereof without GSGF's prior written consent. Subject

to the exclusions specifically set forth in Section 1 hereof,

Executive further acknowledges and agrees that all income or other

earnings which accrue to Executive from his business efforts relative

to the Business on behalf of GSGF during the term of this Agreement

(and any extension thereof) shall be the sole and exclusive property

of GSGF, except as may be otherwise agreed upon in writing.

4. COMPENSATION

A. Salary

Subject to the terms hereof, the compensation to be paid by GSGF to

Executive in consideration for all services rendered hereunder shall

be an annual salary of ONE HUNDRED FIFTY THOUSAND ($150,000.00)

DOLLARS, U.S. currency, which salary shall be payable in the form of

registered shares of common stock until such time as GSGF generates

sufficient positive cash flows to support said salaries. If GSGF

generates cash flow sufficient to pay accrued salary in cash,

Executive at his sole option may choose to take cash in lieu of

registered shares of GSGF. After GSGF generates sufficient cash flow

to service said salaries, any salaries paid to Executive shall be paid

in cash by GSGF in accordance with GSGF's normal mode of payment

(i.e., weekly, bi-weekly) and shall be subject to all applicable

Federal and state withholdings. The salary shall be increased to an

annual salary of TWO HUNDRED FIFTY THOUSAND ($250,000.00) DOLLARS,

U.S. currency, in the event that GSGF completes an equity financing

which results in GSGF's receipt of a minimum of twenty five million

dollars in cash at a minimum valuation of $3.00 per share. Any future

increases in Executive's salary shall be made in the discretion of

GSGF's Board of Directors.

B. GreenShift; GSGF Share Grant

Executive shall, pursuant and subject to the terms and conditions of

that certain Stock Assignment Agreement by and between Executive and

GreenShift of even date herewith, receive 378,653 shares of GSGF's

Series C Preferred Stock (the "Series C Shares") which shares shall

vest immediately upon the execution hereof in recognition of

Executive's efforts assisting GreenShift with the development of

GSGF's Business, specifically including: (i) the procurement of

material third-party business for manufacturing division, Warnecke

Design Services, Inc., which is expected to be merged with GSGF in

2007, (ii) the negotiation, financing, and acquisition of NextGen

Fuel, Inc., (iii) the negotiation and execution of an investment in

and agreements for the exclusive rights to ZeroPoint Clean Technology

Inc.'s advanced new biomass gasification technology in the North

American corn ethanol industry, (iv) the negotiation for the

investment in and subsequent acquisition of GSGF's oilseed crush

division, Sustainable Systems, Inc., (v) the execution of agreements

for a minimum of $25 million in new biodiesel technology sales, and

(vi) the development of GSGF's corn oil-to-biodiesel business model

and go-to-market strategy, and (vii) the execution of agreements for

the development of multiple majority owned biodiesel facilities.

Collectively, these activities constitute virtually all of GSGF's

activities to date.

(1) The Parties acknowledge that GSGF currently has a total of

10,000,000 shares of authorized prefe