STATE OF DELAWARE

                            CERTIFICATE OF CORRECTION

         GreenShift Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

     1.   The name of the corporation is GreenShift Corporation.

     2.   That a Certificate of Designation,  Preferences and Rights of Series C
          Preferred  Stock of Greenshift  Corporation was filed by the Secretary
          of State of Delaware on February 15, 2006,  and that said  Certificate
          requires  correction  as  permitted  by  Section  103 of  the  General
          Corporation Law of the State of Delaware.

     3.   The  inaccuracy or defect of said  Certificate is that it set forth in
          the introductory  paragraph of Item "4" in Part "Second" a formula for
          the conversion of the Series C Preferred  Stock into Common Stock that
          was an inaccurate  record of the formula adopted by the  corporation's
          Board of Directors.

     4.   Accordingly,  the first  paragraph of Item "4" in Part "Second" of the
          Certificate is corrected to read as follows:

          4.   Conversion.  At any time when the  Corporation  is not registered
               with  the  Securities  and  Exchange  Commission  as  a  Business
               Development  Company, the holder of a share of Series C Preferred
               Stock  shall  have the right to  convert  that  share of Series C
               Preferred  Stock  into  fully  paid and  nonassessable  shares of
               Common  Stock (a  "Conversion").  The  number of shares of Common
               Stock to which a holder  of  Series C  Preferred  Stock  shall be
               entitled  upon a Conversion  shall equal the product  obtained by
               (a) multiplying the number of Fully-Diluted Common Shares by four
               (4), then (b) multiplying the result by a fraction, the numerator
               of which will be the number of shares of Series C Preferred Stock
               being  converted and the  denominator of which will be the number
               of issued and  outstanding  shares of Series C  Preferred  Stock,
               then (c)  subtracting  the number of Common  Shares  beneficially
               owned by the holder prior to conversion,  including Common Shares
               issuable on conversion of any convertible securities beneficially
               owned by the holder. The term "Fully-Diluted Common Shares" means
               the sum of the outstanding Common Stock plus all shares of Common
               Stock that would be outstanding  if all securities  that could be
               converted into Common Stock without additional consideration were
               converted on the  Conversion  Date,  but shall not include Common
               Stock issuable on conversion of the Series C Preferred Stock.


     IN WITNESS  WHEREOF,  said  corporation  has  caused  this  Certificate  of
Correction to be executed this 11th day of September, 2006.

                        By: /s/ Kevin Kreisler
                            ------------------------------------------
                                Kevin Kreisler, Chief Executive Officer