STOCK
PLEDGE AGREEMENT

 

 

This
Stock Pledge Agreement (this “Agreement”), dated
as of March 30, 2005, among Laurus Master Fund, Ltd. (the “Pledgee”),
EarthFirst Technologies, Incorporated, a Florida corporation (the “Company”), and
each of the other undersigned parties (other than the Pledgee) (the Company and
each such other undersigned party, a “Pledgor” and
collectively, the “Pledgors”).

 

BACKGROUND

 

The
Company has entered into a Securities Purchase Agreement, dated as of March 30,
2005 (as amended, modified, restated or supplemented from time to time, the
“Securities
Purchase Agreement”), and a
Security Agreement dated as of March 29, 2005 (as amended, modified, restated or
supplemented from time to time, the “Security
Agreement”),
pursuant to which the Pledgee provides or will provide certain financial
accommodations to the Company and certain subsidiaries of the
Company.

 

In order
to induce the Pledgee to provide or continue to provide the financial
accommodations described in the Securities Purchase Agreement and the Security
Agreement, each Pledgor has agreed to pledge and grant a security interest in
the collateral described herein to the Pledgee on the terms and conditions set
forth herein.

 

NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
agree as follows:

 

1.  Defined
Terms. All
capitalized terms used herein which are not defined shall have the meanings
given to them in the Securities Purchase Agreement and the Security Agreement ,
as applicable.

 

2.  Pledge
and Grant of Security Interest. To
secure the full and punctual payment and performance of (the following clauses
(a) and (b), collectively, the “Indebtedness”) (a)
the obligations under the Securities Purchase Agreement and the Related
Agreements referred to in the Securities Purchase Agreement and the Security
Agreement and the Ancillary Agreements referred to in the Security Agreement
(the Securities Purchase Agreement and the Related Agreements and the Security
Agreement and the Ancillary Agreements, as each may be amended, restated,
modified and/or supplemented from time to time, collectively, the “Documents”) and
(b) all other indebtedness, obligations and liabilities of each Pledgor to the
Pledgee whether now existing or hereafter arising, direct or indirect,
liquidated or unliquidated, absolute or contingent, due or not due and whether
under, pursuant to or evidenced by a note, agreement, guaranty, instrument or
otherwise (in each case, irrespective of the genuineness, validity, regularity
or enforceability of such Indebtedness, or of any instrument evidencing any of
the Indebtedness or of any collateral therefor or of the existence or extent of
such collateral, and irrespective of the allowability, allowance or disallowance
of any or all of such in any case commenced by or against any Pledgor under
Title 11, United States Code, including, without limitation, obligations or
indebtedness of each Pledgor for post-petition interest, fees, costs and charges
that would have accrued or been added to the Indebtedness but for the
commencement of such case), each Pledgor hereby pledges, assigns, hypothecates,
transfers and grants a security interest to Pledgee in all of the following (the
“Collateral”):

 




















(a)  the
shares of stock set forth on Schedule
A annexed
hereto and expressly made a part hereof (together with any additional shares of
stock or other equity interests acquired by any Pledgor, the “Pledged
Stock”), the
certificates representing the Pledged Stock and all dividends, cash, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Stock;

 

(b)  all
additional shares of stock of any issuer (each, an “Issuer”) of the
Pledged Stock from time to time acquired by any Pledgor in any manner,
including, without limitation, stock dividends or a distribution in connection
with any increase or reduction of capital, reclassification, merger,
consolidation, sale of assets, combination of shares, stock split, spin-off or
split-off (which shares shall be deemed to be part of the Collateral), and the
certificates representing such additional shares, and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such shares; and

 

(c)  all
options and rights, whether as an addition to, in substitution of or in exchange
for any shares of any Pledged Stock and all dividends, cash, instruments and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all such options and
rights.

 

3.  Delivery
of Collateral. All
certificates representing or evidencing the Pledged Stock shall be delivered to
and held by or on behalf of Pledgee pursuant hereto and shall be accompanied by
duly executed instruments of transfer or assignments in blank, all in form and
substance satisfactory to Pledgee. Each Pledgor hereby authorizes the Issuer
upon demand by the Pledgee to deliver any certificates, instruments or other
distributions issued in connection with the Collateral directly to the Pledgee,
in each case to be held by the Pledgee, subject to the terms hereof. Upon the
occurrence and during the continuance of an Event of Default (as defined below),
the Pledgee shall have the right, during such time in its discretion and without
notice to the Pledgor, to transfer to or to register in the name of the Pledgee
or any of its nominees any or all of the Pledged Stock. In addition, the Pledgee
shall have the right at such time to exchange certificates or instruments
representing or evidencing Pledged Stock for certificates or instruments of
smaller or larger denominations.

 

4.  Representations
and Warranties of each Pledgor. Each
Pledgor jointly and severally represents and warrants to the Pledgee (which
representations and warranties shall be deemed to continue to be made until all
of the Indebtedness has been paid in full and each Document and each agreement
and instrument entered into in connection therewith has been irrevocably
terminated) that:

 

(a)  the
execution, delivery and performance by each Pledgor of this Agreement and the
pledge of the Collateral hereunder do not and will not result in any violation
of any agreement, indenture, instrument, license, judgment, decree, order, law,
statute, ordinance or other governmental rule or regulation applicable to any
Pledgor;

 







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(b)  this
Agreement constitutes the legal, valid, and binding obligation of each Pledgor
enforceable against each Pledgor in accordance with its terms;

 

(c)  (i) all
Pledged Stock owned by each Pledgor is set forth on Schedule
A hereto
and (ii) each Pledgor is the direct and beneficial owner of each share of the
Pledged Stock;

 

(d)  all of
the shares of the Pledged Stock have been duly authorized, validly issued and
are fully paid and nonassessable;

 

(e)  no
consent or approval of any person, corporation, governmental body, regulatory
authority or other entity, is or will be necessary for (i) the execution,
delivery and performance of this Agreement, (ii) the exercise by the Pledgee of
any rights with respect to the Collateral or (iii) the pledge and assignment of,
and the grant of a security interest in, the Collateral hereunder;

 

(f)  there are
no pending or, to the best of Pledgor’s knowledge, threatened actions or
proceedings before any court, judicial body, administrative agency or arbitrator
which may materially adversely affect the Collateral;

 

(g)  each
Pledgor has the requisite power and authority to enter into this Agreement and
to pledge and assign the Collateral to the Pledgee in accordance with the terms
of this Agreement;

 

(h)  each
Pledgor owns each item of the Collateral and, except for the pledge and security
interest granted to Pledgee hereunder, the Collateral shall be, immediately
following the closing of the transactions contemplated by the Documents, free
and clear of any other security interest, pledge, claim, lien, charge,
hypothecation, assignment, offset or encumbrance whatsoever (collectively,
“Liens”);

 

(i)  there are
no restrictions on transfer of the Pledged Stock contained in the certificate of
incorporation or by-laws (or equivalent organizational documents) of the Issuer
or otherwise which have not otherwise been enforceably and legally waived by the
necessary parties;

 

(j)  none of
the Pledged Stock has been issued or transferred in violation of the securities
registration, securities disclosure or similar laws of any jurisdiction to which
such issuance or transfer may be subject;

 

(k)  the
pledge and assignment of the Collateral and the grant of a security interest
under this Agreement vest in the Pledgee all rights of each Pledgor in the
Collateral as contemplated by this Agreement; and

 

(l)  The
Pledged Stock constitutes one hundred percent (100%) of the issued and
outstanding shares of capital stock of each Issuer.

 







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5.  Covenants. Each
Pledgor jointly and severally covenants that, until the Indebtedness shall be
indefeasibly satisfied in full and each Document and each agreement and
instrument entered into in connection therewith is irrevocably
terminated:

 

(a)  No
Pledgor will sell, assign, transfer, convey, or otherwise dispose of its rights
in or to the Collateral or any interest therein; nor will any Pledgor create,
incur or permit to exist any Lien whatsoever with respect to any of the
Collateral or the proceeds thereof other than that created hereby. 

 

(b)  Each
Pledgor will, at its expense, defend Pledgee’s right, title and security
interest in and to the Collateral against the claims of any other
party.

 

(c)  Each
Pledgor shall at any time, and from time to time, upon the written request of
Pledgee, execute and deliver such further documents and do such further acts and
things as Pledgee may reasonably request in order to effectuate the purposes of
this Agreement including, but without limitation, delivering to Pledgee, upon
the occurrence of an Event of Default, irrevocable proxies in respect of the
Collateral in form satisfactory to Pledgee. Until receipt thereof, upon an Event
of Default that has occurred and is continuing beyond any applicable grace
period, this Agreement shall constitute Pledgor’s proxy to Pledgee or its
nominee to vote all shares of Collateral then registered in each Pledgor’s
name.

 

(d)  No
Pledgor will consent to or approve the issuance of (i) any additional shares of
any class of capital stock or other equity interests of the Issuer; or (ii) any
securities convertible either voluntarily by the holder thereof or automatically
upon the occurrence or nonoccurrence of any event or condition into, or any
securities exchangeable for, any such shares, unless, in either case, such
shares are pledged as Collateral pursuant to this Agreement.

 

6.  Voting
Rights and Dividends. In
addition to the Pledgee’s rights and remedies set forth in Section 8 hereof, in
case an Event of Default shall have occurred and be continuing, beyond any
applicable cure period, the Pledgee shall (i) be entitled to vote the
Collateral, (ii) be entitled to give consents, waivers and ratifications in
respect of the Collateral (each Pledgor hereby irrevocably constituting and
appointing the Pledgee, with full power of substitution, the proxy and
attorney-in-fact of each Pledgor for such purposes) and (iii) be entitled to
collect and receive for its own use cash dividends paid on the Collateral. No
Pledgor shall be permitted to exercise or refrain from exercising any voting
rights or other powers if, in the reasonable judgment of the Pledgee, such
action would have a material adverse effect on the value of the Collateral or
any part thereof; and, provided,
further, that
each Pledgor shall give at least five (5) days’ written notice of the manner in
which such Pledgor intends to exercise, or the reasons for refraining from
exercising, any voting rights or other powers other than with respect to any
election of directors and voting with respect to any incidental matters.
Following the occurrence of an Event of Default, all dividends and all other
distributions in respect of any of the Collateral, shall be delivered to the
Pledgee to hold as Collateral and shall, if received by any Pledgor, be received
in trust for the benefit of the Pledgee, be segregated from the other property
or funds of any other Pledgor, and be forthwith delivered to the Pledgee as
Collateral in the same form as so received (with any necessary
endorsement).

 







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7.  Event
of Default. An
Event of Default shall be deemed to have occurred and may be declared by the
Pledgee upon the happening of any of the following events:

 

(a)  An “Event
of Default” under any Document or any agreement or note related to any Document
shall have occurred and be continuing beyond any applicable cure
period;

 

(b)  Any
Pledgor shall default in the performance of any of its obligations under any
agreement between any Pledgor and Pledgee, including, without limitation, this
Agreement, and such default shall not be cured during any applicable cure
period;

 

(c)  Any
representation or warranty of any Pledgor made herein, in any Document or in any
agreement, statement or certificate given in writing pursuant hereto or thereto
or in connection herewith or therewith shall be false or misleading in any
material respect; 

 

(d)  Any
portion of the Collateral is subjected to a levy of execution, attachment,
distraint or other judicial process or any portion of the Collateral is the
subject of a claim (other than by the Pledgee) of a Lien or other right or
interest in or to the Collateral and such levy or claim shall not be cured,
disputed or stayed within a period of fifteen (15) business days after the
occurrence thereof; or

 

(e)  Any
Pledgor shall (i) apply for, consent to, or suffer to exist the appointment of,
or the taking of possession by, a receiver, custodian, trustee, liquidator or
other fiduciary of itself or of all or a substantial part of its property, (ii)
make a general assignment for the benefit of creditors, (iii) commence a
voluntary case under any state or federal bankruptcy laws (as now or hereafter
in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition
seeking to take advantage of any other law providing for the relief of debtors,
(vi) acquiesce to, or fail to have dismissed, within sixty (60) days, any
petition filed against it in any involuntary case under such bankruptcy laws, or
(vii) take any action for the purpose of effecting any of the
foregoing.

 

8.  Remedies. In case
an Event of Default shall have occurred and been declared by the Pledgee, the
Pledgee may: 

 

(a)  Transfer
any or all of the Collateral into its name, or into the name of its nominee or
nominees;

 

(b)  Exercise
all corporate rights with respect to the Collateral including, without
limitation, all rights of conversion, exchange, subscription or any other
rights, privileges or options pertaining to any shares of the Collateral as if
it were the absolute owner thereof, including, but without limitation, the right
to exchange, at its discretion, any or all of the Collateral upon the merger,
consolidation, reorganization, recapitalization or other readjustment of the
Issuer thereof, or upon the exercise by the Issuer of any right, privilege or
option pertaining to any of the Collateral, and, in connection therewith, to
deposit and deliver any and all of the Collateral with any committee,
depository, transfer agent, registrar or other designated agent upon such terms
and conditions as it may determine, all without liability except to account for
property actually received by it; and

 







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(c)  Subject
to any requirement of applicable law, sell, assign and deliver the whole or,
from time to time, any part of the Collateral at the time held by the Pledgee,
at any private sale or at public auction, with or without demand, advertisement
or notice of the time or place of sale or adjournment thereof or otherwise (all
of which are hereby waived, except such notice as is required by applicable law
and cannot be waived), for cash or credit or for other property for immediate or
future delivery, and for such price or prices and on such terms as the Pledgee
in its sole discretion may determine, or as may be required by applicable
law.

 

Each
Pledgor hereby waives and releases any and all right or equity of redemption,
whether before or after sale hereunder. At any such sale, unless prohibited by
applicable law, the Pledgee may bid for and purchase the whole or any part of
the Collateral so sold free from any such right or equity of redemption. All
moneys received by the Pledgee hereunder, whether upon sale of the Collateral or
any part thereof or otherwise, shall be held by the Pledgee and applied by it as
provided in Section 10 hereof. No failure or delay on the part of the Pledgee in
exercising any rights hereunder shall operate as a waiver of any such rights nor
shall any single or partial exercise of any such rights preclude any other or
future exercise thereof or the exercise of any other rights hereunder. The
Pledgee shall have no duty as to the collection or protection of the Collateral
or any income thereon nor any duty as to preservation of any rights pertaining
thereto, except to apply the funds in accordance with the requirements of
Section 10 hereof. The Pledgee may exercise its rights with respect to property
held hereunder without resort to other security for or sources of reimbursement
for the Indebtedness. In addition to the foregoing, Pledgee shall have all of
the rights, remedies and privileges of a secured party under the Uniform
Commercial Code of New York (the “UCC”) regardless of the jurisdiction in which
enforcement hereof is sought.

 

9.  Private
Sale. Each
Pledgor recognizes that the Pledgee may be unable to effect (or to do so only
after delay which would adversely affect the value that might be realized from
the Collateral) a public sale of all or part of the Collateral by reason of
certain prohibitions contained in the Securities Act, and may be compelled to
resort to one or more private sales to a restricted group of purchasers who will
be obliged to agree, among other things, to acquire such Collateral for their
own account, for investment and not with a view to the distribution or resale
thereof. Each Pledgor agrees that any such private sale may be at prices and on
terms less favorable to the seller than if sold at public sales and that such
private sales shall be deemed to have been made in a commercially reasonable
manner. Each Pledgor agrees that the Pledgee has no obligation to delay sale of
any Collateral for the period of time necessary to permit the Issuer to register
the Collateral for public sale under the Securities Act.

 

10.  Proceeds
of Sale. The
proceeds of any collection, recovery, receipt, appropriation, realization or
sale of the Collateral shall be applied by the Pledgee as follows:

 

(a)  First, to
the payment of all costs, reasonable expenses and charges of the Pledgee and to
the reimbursement of the Pledgee for the prior payment of such costs, reasonable
expenses and charges incurred in connection with the care and safekeeping of the
Collateral (including, without limitation, the reasonable expenses of any sale
or any other disposition of any of the Collateral), attorneys’ fees and
reasonable expenses, court costs, any other fees or expenses incurred or
expenditures or advances made by Pledgee in the protection, enforcement or
exercise of its rights, powers or remedies hereunder;

 







6












(b)  Second,
to the payment of the Indebtedness, in whole or in part, in such order as the
Pledgee may elect, whether or not such Indebtedness is then due;

 

(c)  Third, to
such persons, firms, corporations or other entities as required by applicable
law including, without limitation, Section 9-615(a)(3) of the UCC;
and

 

(d)  Fourth,
to the extent of any surplus to the Pledgors or as a court of competent
jurisdiction may direct.

 

In the
event that the proceeds of any collection, recovery, receipt, appropriation,
realization or sale are insufficient to satisfy the Indebtedness, each Pledgor
shall be jointly and severally liable for the deficiency plus the costs and fees
of any attorneys employed by Pledgee to collect such deficiency.

 

11.  Waiver
of Marshaling. Each
Pledgor hereby waives any right to compel any marshaling of any of the
Collateral.

 

12.  No
Waiver. Any and
all of the Pledgee’s rights with respect to the Liens granted under this
Agreement shall continue unimpaired, and Pledgor shall be and remain obligated
in accordance with the terms hereof, notwithstanding (a) the bankruptcy,
insolvency or reorganization of any Pledgor, (b) the release or substitution of
any item of the Collateral at any time, or of any rights or interests therein,
or (c) any delay, extension of time, renewal, compromise or other indulgence
granted by the Pledgee in reference to any of the Indebtedness. Each Pledgor
hereby waives all notice of any such delay, extension, release, substitution,
renewal, compromise or other indulgence, and hereby consents to be bound hereby
as fully and effectively as if such Pledgor had expressly agreed thereto in
advance. No delay or extension of time by the Pledgee in exercising any power of
sale, option or other right or remedy hereunder, and no failure by the Pledgee
to give notice or make demand, shall constitute a waiver thereof, or limit,
impair or prejudice the Pledgee’s right to take any action against any Pledgor
or to exercise any other power of sale, option or any other right or
remedy.

 

13.  Expenses. The
Collateral shall secure, and each Pledgor shall pay to Pledgee on demand, from
time to time, all reasonable costs and expenses, (including but not limited to,
reasonable attorneys’ fees and costs, taxes, and all transfer, recording, filing
and other charges) of, or incidental to, the custody, care, transfer,
administration of the Collateral or any other collateral, or in any way relating
to the enforcement, protection or preservation of the rights or remedies of the
Pledgee under this Agreement or with respect to any of the
Indebtedness.

 

14.  The
Pledgee Appointed Attorney-In-Fact and Performance by the
Pledgee. Upon
the occurrence of an Event of Default, each Pledgor hereby irrevocably
constitutes and appoints the Pledgee as such Pledgor’s true and lawful
attorney-in-fact, with full power of substitution, to execute, acknowledge and
deliver any instruments and to do in such Pledgor’s name, place and stead, all
such acts, things and deeds for and on behalf of and in the name of such
Pledgor, which such Pledgor could or might do or which the Pledgee may deem
necessary, desirable or convenient to accomplish the purposes of this Agreement,
including, without limitation, to execute such instruments of assignment or
transfer or orders and to register, convey or otherwise transfer title to the
Collateral into the Pledgee’s name. Each Pledgor hereby ratifies and confirms
all that said attorney-in-fact may so do and hereby declares this power of
attorney to be coupled with an interest and irrevocable. If any Pledgor fails to
perform any agreement herein contained, the Pledgee may itself perform or cause
performance thereof, and any costs and expenses of the Pledgee incurred in
connection therewith shall be paid by the Pledgors as provided in Section 10
hereof.

 







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15.  Waivers.
THE
PARTIES HERETO DESIRES THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO
TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN LAURUS, AND/OR ANY
COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEN IN CONNECTION WITH THIS AGREEMENT, ANY
OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. 

 

16.  Recapture.
Notwithstanding anything to the contrary in this Agreement, if the Pledgee
receives any payment or payments on account of the Indebtedness, which payment
or payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver, or any other party under the United States Bankruptcy Code, as
amended, or any other federal or state bankruptcy, reorganization, moratorium or
insolvency law relating to or affecting the enforcement of creditors’ rights
generally, common law or equitable doctrine, then to the extent of any sum not
finally retained by the Pledgee, each Pledgor’s obligations to the Pledgee shall
be reinstated and this Agreement shall remain in full force and effect (or be
reinstated) until payment shall have been made to Pledgee, which payment shall
be due on demand.

 

17.  Captions. All
captions in this Agreement are included herein for convenience of reference only
and shall not constitute part of this Agreement for any other
purpose.

 

18.  Miscellaneous.

 

(a)  This
Agreement constitutes the entire and final agreement among the parties with
respect to the subject matter hereof and may not be changed, terminated or
otherwise varied except by a writing duly executed by the parties
hereto.

 

(b)  No waiver
of any term or condition of this Agreement, whether by delay, omission or
otherwise, shall be effective unless in writing and signed by the party sought
to be charged, and then such waiver shall be effective only in the specific
instance and for the purpose for which given.

 







8












(c)  In the
event that any provision of this Agreement or the application thereof to any
Pledgor or any circumstance in any jurisdiction governing this Agreement shall,
to any extent, be invalid or unenforceable under any applicable statute,
regulation, or rule of law, such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform to
such statute, regulation or rule of law, and the remainder of this Agreement and
the application of any such invalid or unenforceable provision to parties,
jurisdictions, or circumstances other than to whom or to which it is held
invalid or unenforceable shall not be affected thereby, nor shall same affect
the validity or enforceability of any other provision of this
Agreement.

 

(d)  This
Agreement shall be binding upon each Pledgor, and each Pledgor’s successors and
assigns, and shall inure to the benefit of the Pledgee and its successors and
assigns.

 

(e)  Any
notice or other communication required or permitted pursuant to this Agreement
shall be given in accordance with the Securities Purchase Agreement and the
Security Agreement, as applicable. 

 

(f)  This
Agreement and the other Documents shall be governed by and construed and
enforced in accordance with the laws of the State of New York applicable to
contracts made and performed in such State, without regard to principles of
conflicts of law.

 

(g)  EACH
PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN
THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO
HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY PLEDGOR, ON THE ONE HAND,
AND THE PLEDGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR ANY OF THE
OTHER DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
ANY OF THE OTHER DOCUMENTS, PROVIDED, THAT
EACH PLEDGOR ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK;
AND FURTHER PROVIDED, THAT
NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE PLEDGEE
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
COLLECT THE INDEBTEDNESS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR
THE INDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
PLEDGEE. EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PLEDGOR
HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM
NON CONVENIENS. EACH
PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO SUCH PLEDGOR AT THE ADDRESS SET FORTH IN THE
SECURITIES PURCHASE AGREEMENT AND THE SECURITY AGREEMENT, AS
APPLICABLE, AND THAT
SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE SUCH PLEDGOR’S
ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.

 







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(h)  It is
understood and agreed that any person or entity that desires to become a Pledgor
hereunder, or is required to execute a counterpart of this Agreement after the
date hereof pursuant to the requirements of any Document, shall become a Pledgor
hereunder by (x) executing a Joinder Agreement in form and substance
satisfactory to the Pledgee, (y) delivering supplements to such exhibits
and annexes to such Documents as the Pledgee shall reasonably request and (z)
taking all actions as specified in this Agreement as would have been taken by
such Pledgor had it been an original party to this Agreement, in each case with
all documents required above to be delivered to the Pledgee and with all
documents and actions required above to be taken to the reasonable satisfaction
of the Pledgee.

 

(i)  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which when taken together shall constitute one and
the same agreement. Any signature delivered by a party by facsimile transmission
shall be deemed an original signature hereto.

 

[Remainder
of Page Intentionally Left Blank]


 







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IN
WITNESS WHEREOF, the parties have duly executed this Stock Pledge Agreement as
of the day and year first written above.

 


 


	 	 	 
	 	EARTHFIRST TECHNOLOGIES,
      INCORPORATED
	 
 	 
 	 
 
		By:  	/s/ John Stanton 
	 	
      

    
	 	Name: John Stanton
	 	Title:
President




 



	 	 	 
	 	ELECTRIC MACHINERY
      ENTERPRISES, INC.
	 
 	 
 	 
 
		By:  	/s/ John Stanton 
	 	
      

    
	 	Name: John Stanton
	 	Title: President
	 	Address: 2515 E. Hanna Avenue Tampa, FL
33610




 





	 	 	 
	 	EARTHFIRST RESOURCES,
      INC.
	 
 	 
 	 
 
		By:  	/s/ John Stanton 
	 	
      

    
	 	Name: John Stanton
	 	Title: President
	 	Address: 2515 E. Hanna Avenue Tampa, FL
33610






 





	 	 	 
	 	WORLD ENVIRONMENTAL
      SOLUTIONS COMPANY, INC.
	 
 	 
 	 
 
		By:  	/s/ John Stanton 
	 	
      

    
	 	Name: John Stanton
	 	Title: President
	 	Address: 2515 E. Hanna Avenue Tampa, FL
33610




 









	 	 	 
	 	EATHFIRST INVESTMENTS,
      INC.
	 
 	 
 	 
 
		By:  	/s/ John Stanton 
	 	
      

    
	 	Name: John Stanton
	 	Title: President
	 	Address: 2515 E. Hanna Avenue Tampa, FL
33610




 







11
















	 	 	 
	 	EM ENTERPRISE RESOURCES,
      INC.
	 
 	 
 	 
 
		By:  	/s/ John Stanton 
	 	
      

    
	 	Name: John Stanton
	 	Title: President
	 	Address: 2515 E. Hanna Avenue Tampa, FL
33610






 





	 	 	 
	 	EME MODULAR STRUCTURES,
      INC.
	 
 	 
 	 
 
		By:  	/s/ John Stanton 
	 	
      

    
	 	Name: John Stanton
	 	Title: President
	 	Address: 2515 E. Hanna Avenue Tampa, FL
33610




 


























	 	 	 
	 	ACKNOWLEDGED:
	 	 
	 	LAURUS MASTER FUND,
      LTD
	 
 	 
 	 
 
		By:  	/s/ Eugene Grin 
	 	
      

    
	 	Name: Eugene Grin
	 	Title:
Director




 







12