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SHARE PURCHASE AGREEMENT

Purchase and Sale Agreement

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GS AGRIFUELS CORP

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Title: SHARE PURCHASE AGREEMENT
Governing Law: New York     Date: 3/13/2007

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                            SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 6th day of March, 2007

AMONG:

          GS AGRIFUELS CORPORATION, a company formed pursuant to the laws of the
          State of   Delaware   and having an office for   business   located at One
          Penn Plaza, Suite 1612, New York, New York 10119 ("Purchaser")

AND:

                   ______________, with an address located at _________("Seller")

WHEREAS:

A.    Seller   owns   _____________________________________    (___________________)
     shares of the common stock of Sustainable   Systems,   Inc.   ("Sustainable"),
     corresponding   to   ___________%   of the fully diluted capital stock of such
     corporation (the "Acquisition Shares");

B.    Purchaser   desires to   purchase   and   acquire   and Seller   desires to sell,
     convey,   assign and transfer,   or cause to be sold, conveyed,   assigned and
     transferred,    to   Purchaser,   the   Acquisition   Shares   pursuant   to   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:

                                    ARTICLE I
                                 THE ACQUISITION

Section 1.1         Purchase and Sale of Acquisition Shares

Seller hereby agrees to sell to Purchaser the Acquisition Shares in exchange for
the   payment   of the   Purchase   Price on the   Closing   Date and to   transfer   to
Purchaser   on   the   Closing   Date   a   100%   undivided   interest   in   and   to the
Acquisition    Shares   free   from   all   liens,    mortgages,    charges,    pledges,
encumbrances   or   other   burdens   with all   rights   now or   thereafter   attached
thereto, except as otherwise referred to herein.

Section 1.2         The Purchase Price

In consideration for the Acquisition   Shares,   Purchaser agrees to pay and issue
to Seller

     (a)   ____________________________________________________($_______________)
          in the form of immediately   available U.S. funds (the "Cash")   payable
          upon Closing,

     (b)   _________________________________________________________
          ($______________)   in the   form   of a   secured   convertible   debenture
          payable in the form of immediately   available U.S. funds within THIRTY
          (30) days of the completion and   commissioning of Sustainable's   crush
          plant expansion (the "Expansion Debenture"),

     (c)   _________________________________________________________________
          ($___________________) in the form of shares of Purchaser common stock
          at the rate of FOUR DOLLARS AND FIFTY CENTS   ($4.50) per share,   for a
          total    of     ________________________________________________________
          (_________________) shares (the "Purchaser Shares"), and

     (d)   ______________________________________________________________
          ($_____________)   on the FIRST (1st)   anniversary   of the Closing Date
          and                           _________________________________________
          ($________________________)   on the SECOND   (2nd)   anniversary   of the
          Closing Date in the form of secured convertible   debentures (the "Term
          Debentures") convertible into Purchaser common stock;

which amounts shall be collectively referred to herein as the "Purchase Price."

<PAGE>


Section 1.3        The Expansion

The Expansion   shall be deemed to be   "complete"   when the   construction   of all
equipment   and   infrastructure   required for the solvent   extraction of oil from
targeted   feedstocks is installed,   fully permitted and fully   operational;   the
"commissioning" of the Expansion shall be deemed to have occurred after FOURTEEN
(14) days of regular, safe, compliant operations. Purchaser hereby covenants and
agrees to provide any necessary   capital and other resources to Sustainable that
may be required to complete and fully   commission the   Expansion.   The timeline,
budget and funding for the Expansion   shall be as agreed upon between   Purchaser
and the former   executive   management of Sustainable   within THIRTY (30) days of
the execution hereof.

Section 1.4        Registration Rights

The Seller   shall be   entitled   to   "piggy-back"   registration   rights such that
Purchaser   shall   register   any   shares   issuable   to Seller   hereunder   or upon
conversion of the Expansion Debenture and/or the Term Debentures (the "Purchaser
Shares") upon its filing of any registration   statement on any other transaction
completed by   Purchaser   which may require   registration.   In the event that the
Seller   elects to   transfer   any   Purchaser   Shares   pursuant to Rule 144 of the
Securities   Act   of   1933   (the   "Act")   or   other   applicable    exemption   from
registration,   Purchaser shall meet and maintain the requirements of Rule 144 of
the Act, so that the Purchaser Shares may be sold in public   securities   markets
under Rule 144.

                                    ARTICLE II
                                   THE CLOSING

Section 2.1        Closing

The   consummation   of the   transactions   contemplated   by   this   Agreement   (the
"Closing")   shall take place on or about March 6, 2007, at Purchaser's   place of
business   (the date of the Closing   being   herein   referred   to as the   "Closing
Date").

Section 2.2        Deliveries at Closing

(a) At the Closing, the Seller shall deliver to the Purchaser: (i) duly executed
instruments or other evidence to transfer to Purchaser the   Acquisition   Shares,
and (ii) any   documents   or   certificates   that are   necessary   to   transfer   to
Purchaser good, clear and marketable title all of the Acquisition Shares.

(b) At the Closing,   the Purchaser shall deliver to the Seller:   (i) the Cash in
immediately   available U.S.   funds,   (ii) share   certificates   representing   the
Purchaser   Shares duly issued in the name of Seller,   (iii) the Debentures   duly
issued in the name of Seller, and (iv) all documents required to be delivered by
Purchaser   to Seller at or prior to the   Closing   Date in   connection   with this
Agreement.

                                   ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Purchaser   represents   and   warrants   that as of the date   hereof   and as of the
Closing   Date,   the following   representations   shall be true and correct and in
full force and effect:

Section 3.1        Organization and Good Standing

Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the   State of   Delaware.   Purchaser   is duly   qualified   to do
business and is in good standing as a foreign   corporation in each   jurisdiction
where qualification as a foreign corporation or otherwise is required to conduct
its business.

Section 3.2        Authority, Approvals and Consents

Purchaser has the corporate power and authority to enter into this Agreement and
to perform its obligations hereunder. The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized and validly approved by the Board of Directors of Purchaser
and by their   respective   stockholders   if necessary   and no other   corporate or
other   proceedings   on the part of Purchaser   are   necessary   to   authorize   and
approve this   Agreement   and the   transactions   contemplated   hereby.   Purchaser
hereby   expressly   represents   that it has fully and properly   complied with all
aspects of applicable Delaware corporate law in entering into this Agreement and

<PAGE>

for   consummating the transactions   contemplated   hereunder.   This Agreement has
been duly   executed   and   delivered   by,   and   constitutes   a valid and   binding
obligation of Purchaser,   enforceable   against   Purchaser in accordance with its
terms.

Section 3.3        Consents and Approvals

No   consent,    approval,   or   authorization   of,   or   declaration,    filing,   or
registration   with,   any   Governmental   Entity   will be   required   to be made or
obtained   by   Purchaser   in   connection   with   the   execution,    delivery,    and
performance   of   this   Agreement   and   the    consummation   of   the   transactions
contemplated hereby.

Section 3.4        No Violations

Neither the execution,   delivery, or performance of this Agreement by Purchaser,
nor the consummation by Purchaser of the transactions   contemplated   hereby, nor
compliance by Purchaser with any of the provisions hereof will (a) conflict with
or result in any breach of any provisions of the certificate of incorporation or
bylaws of the Purchaser,   (b) result in a violation, or breach of, or constitute
(with or   without   due   notice or lapse of time) a default   (or give rise to any
right of termination,   cancellation,   vesting, payment, exercise,   acceleration,
suspension or   revocation)   under any of the terms,   conditions or provisions of
any contract,   agreement or any material note,   bond,   mortgage,   deed of trust,
security   interest,   indenture,   license,   contract,   agreement,   plan or   other
instrument or obligation to which Purchaser is


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