THIS
NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO EARTHFIRST TECHNOLOGIES, INCORPORATED THAT SUCH REGISTRATION IS
NOT REQUIRED.

 

SECURED
CONVERTIBLE MINIMUM BORROWING NOTE

 

FOR VALUE
RECEIVED, each of EARTHFIRST TECHNOLOGIES, INCORPORATED, a Florida corporation
(the “Company”), and
the other companies listed on Exhibit
A attached
hereto (such other companies together with the Company, each a “Borrower” and
collectively, the “Borrowers”),
jointly and severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C
Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street,
George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the “Holder”) or its
registered assigns or successors in interest, on order, the sum of One Million
Dollars ($1,000,000), or, if different, the aggregate principal amount of all
Loans (as defined in the Security Agreement referred to below), together with
any accrued and unpaid interest hereon, on March 30, 2008 (the “Maturity
Date”) if not
sooner paid.

 

Capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in the Security Agreement among the Borrowers and the Holder dated as of
the date hereof (as amended, modified and supplemented from time to time, the
“Security
Agreement”).

 

The
following terms shall apply to this Minimum Borrowing Note (the “Note”):

 

ARTICLE
I  

CONTRACT
RATE

 

1.1  Contract
Rate. Subject
to Sections 4.2 and 5.10, interest payable on the outstanding principal amount
of this Note (the “Principal
Amount”) shall
accrue at a rate per annum equal to the “prime rate” published in The
Wall Street Journal from
time to time (the “Prime
Rate”), plus
two percent (2%) (the “Contract
Rate”). The
Contract Rate shall be increased or decreased as the case may be for each
increase or decrease in the Prime Rate in an amount equal to such increase or
decrease in the Prime Rate; each change to be effective as of the day of the
change in the Prime Rate. Subject to Section 1.2, the Contract Rate shall not be
less than seven percent (7%).

 




















1.2  Contract
Rate Adjustments and Payments. The
Contract Rate shall be calculated on the last business day of each calendar
month hereafter (other than for increases or decreases in the Prime Rate which
shall be calculated and become effective in accordance with the terms of Section
1.1) until the Maturity Date (each a “Determination
Date”) and
shall be subject to adjustment as set forth herein. If (i) the Company shall
have registered the shares of the Common Stock underlying the conversion of each
Minimum Borrowing Note and each Warrant on a registration statement declared
effective by the Securities and Exchange Commission (the “SEC”), and
(ii) the market price (the “Market
Price”) of the
Common Stock as reported by Bloomberg, L.P. on the Principal Market for the five
(5) trading days immediately preceding a Determination Date exceeds the then
applicable Fixed Conversion Price by at least twenty-five percent (25%), the
Contract Rate for the succeeding calendar month shall automatically be reduced
by 200 basis points (200 b.p.) (2%) for each incremental twenty-five percent
(25%) increase in the Market Price of the Common Stock above the then applicable
Fixed Conversion Price. Notwithstanding the foregoing (and anything to the
contrary contained herein), in no event shall the Contract Rate be less than
zero percent (0%). Interest shall be (i) calculated on the basis of a 360 day
year, and (ii) payable monthly, in arrears, commencing on April 1, 2005 and on
the first business day of each consecutive calendar month thereafter until the
Maturity Date (and on the Maturity Date), whether by acceleration or
otherwise.

 

ARTICLE
II  

PAYMENTS
UNDER THIS NOTE

 

2.1  Generally. All
obligations evidenced by this Note shall be incurred and maintained in
accordance with the terms and provisions of the Security Agreement.

 

2.2  No
Effective Registration.
Notwithstanding anything to the contrary herein, the Holder shall not be
required to accept shares of Common Stock as payment following a conversion by
the Holder if there fails to exist an effective current Registration Statement
(as defined in the Registration Rights Agreement) covering the shares of Common
Stock to be issued, or if an Event of Default hereunder exists and is
continuing, unless such requirement is otherwise waived in writing by the Holder
in whole or in part at the Holder’s option.

 

2.3 Optional
Redemption in Cash. The
Borrowers will have the option of prepaying this Note (“Optional
Redemption”) by
paying to the Holder a sum of money equal to (i) in the case of any such
prepayment occurring on or prior to the date that is the first anniversary of
the Closing Date, one hundred three percent (103%), (ii) in the case of any such
prepayment occurring on or prior to the date that is the second anniversary of
the Closing Date, one hundred two percent (102%), and (iii) in the case of any
such prepayment occurring thereafter, one hundred one percent (101%), in each
case, of the principal amount of this Note together with accrued but unpaid
interest thereon and any and all other sums due, accrued or payable to the
Holder arising under this Note, the Security Agreement, or any other Ancillary
Agreement (the “Redemption
Amount”)
outstanding on the Redemption Payment Date (as defined below). The Borrower
shall deliver to the Holder a written notice of redemption (the “Notice
of Redemption”)
specifying the date for such Optional Redemption (the “Redemption
Payment Date”), which
date shall be seven (7) days after the date of the Notice of Redemption (the
“Redemption
Period”). A
Notice of Redemption shall not be effective with respect to any portion of this
Note for which the Holder has previously delivered a Notice of Conversion
(defined below) pursuant to Section 3.1, or for conversions elected to be made
by the Holder pursuant to Section 3.1 during the Redemption Period. The
Redemption Amount shall be determined as if such Holder’s conversion elections
had been completed immediately prior to the date of the Notice of Redemption. On
the Redemption Payment Date, the Redemption Amount (plus any additional interest
and fees accruing on the Notes during the Redemption Period) must be irrevocably
paid in full in immediately available funds to the Holder. In the event the
Borrowers fail to pay the Redemption Amount on the Redemption Payment Date, then
such Redemption Notice shall be null and void.

 







2












ARTICLE
III  

CONVERSION
RIGHTS AND FIXED CONVERSION PRICE

 

3.1  Optional
Conversion. Subject
to the terms of this Article III, the Holder shall have the right, but not the
obligation, at any time until the Maturity Date, or during an Event of Default
(as defined in Article IV), and, subject to the limitations set forth in Section
3.2 hereof, to convert all or any portion of the outstanding Principal Amount
and/or accrued interest and fees due and payable into fully paid and
nonassessable shares of the Common Stock at the Fixed Conversion Price. For
purposes hereof, subject to Section 3.6 hereof, the initial “Fixed
Conversion Price” means
$0.19. The shares of Common Stock to be issued upon such conversion are herein
referred to as the “Conversion
Shares.”

 

3.2  Conversion
Limitation.
Notwithstanding anything contained herein to the contrary, the Holder shall not
be entitled to convert pursuant to the terms of this Note an amount that would
be convertible into that number of Conversion Shares which would exceed the
difference between (i) 4.99% of the outstanding shares of Common Stock and (ii)
the number of shares of Common Stock beneficially owned by the Holder and
issuable to the Holder upon exercise of the Warrants. For purposes of the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and Regulation 13d-3
thereunder. The Conversion Shares limitation described in this Section 3.2 shall
automatically become null and void without any notice to any Borrower upon the
occurrence and during the continuance of an Event of Default, or upon 75 days
prior notice to the Company. Notwithstanding anything contained herein to the
contrary, the provisions of this Section 3.2 are irrevocable and may not be
waived by the Holder or any Borrower.

 

3.3  Mechanics
of Holder’s Conversion. In the
event that the Holder elects to convert this Note into Common Stock, the Holder
shall give notice of such election by delivering an executed and completed
notice of conversion (“Notice
of Conversion”) to the
Company and such Notice of Conversion shall provide a breakdown in reasonable
detail of the Principal Amount, accrued interest and fees that are being
converted. On each Conversion Date (as hereinafter defined) and in accordance
with its Notice of Conversion, the Holder shall make the appropriate reduction
to the Principal Amount, accrued interest and fees as entered in its records and
shall provide written notice thereof to the Company within two (2) Business Days
after the Conversion Date. Each date on which a Notice of Conversion is
delivered or telecopied to the Company in accordance with the provisions hereof
shall be deemed a Conversion Date (the “Conversion
Date”). A
form of Notice of Conversion is annexed hereto as Exhibit
A.
Pursuant to the terms of the Notice of Conversion, the Company will issue
instructions to the transfer agent accompanied by an opinion of counsel within
one (1) Business Day of the date of the delivery to the Company of the Notice of
Conversion and shall cause the transfer agent to transmit the certificates
representing the Conversion Shares to the Holder by crediting the account of the
Holder’s designated broker with the Depository Trust Corporation (“DTC”)
through its Deposit Withdrawal Agent Commission (“DWAC”) system
within three (3) Business Days after receipt by the Company of the Notice of
Conversion (the “Delivery
Date”). In
the case of the exercise of the conversion rights set forth herein the
conversion privilege shall be deemed to have been exercised and the Conversion
Shares issuable upon such conversion shall be deemed to have been issued upon
the date of receipt by the Company of the Notice of Conversion. The Holder shall
be treated for all purposes as the record holder of the Conversion Shares,
unless the Holder provides the Company written instructions to the contrary.


 







3












3.4  Late
Payments. Each
Borrower understands that a delay in the delivery of the Conversion Shares in
the form required pursuant to this Article beyond the Delivery Date could result
in economic loss to the Holder. As compensation to the Holder for such loss, the
Borrowers shall, jointly and severally, pay late payments to the Holder for any
late issuance of Conversion Shares in the form required pursuant to this Article
III upon conversion of this Note, in the amount equal to $250 per Business Day
after the Delivery Date. The Borrowers shall, jointly and severally, make any
payments incurred under this Section in immediately available funds upon demand.


 

3.5  Conversion
Mechanics. The
number of shares of Common Stock to be issued upon each conversion of this Note
shall be determined by dividing that portion of the principal and interest and
fees to be converted, if any, by the then applicable Fixed Conversion
Price.

 

3.6  Adjustment
Provisions. The
Fixed Conversion Price and number and kind of shares or other securities to be
issued upon conversion determined pursuant to Section 3.1 shall be subject to
adjustment from time to time upon the happening of certain events while this
conversion right remains outstanding, as follows:

 

(a)  Reclassification. If the
Company at any time shall, by reclassification or otherwise, change the Common
Stock into the same or a different number of securities of any class or classes,
this Note, as to the unpaid Principal Amount and accrued interest thereon, shall
thereafter be deemed to evidence the right to purchase an adjusted number of
such securities and kind of securities as would have been issuable as the result
of such change with respect to the Common Stock (i) immediately prior to or (ii)
immediately after such reclassification or other change at the sole election of
the Holder.

 

(b)  Stock
Splits, Combinations and Dividends. If the
shares of Common Stock are subdivided or combined into a greater or smaller
number of shares of Common Stock, or if a dividend is paid on the Common Stock
or any preferred stock issued by the Company in shares of Common Stock, the
Fixed Conversion Price shall be proportionately reduced in case of subdivision
of shares or stock dividend or proportionately increased in the case of
combination of shares, in each such case by the ratio which the total number of
shares of Common Stock outstanding immediately after such event bears to the
total number of shares of Common Stock outstanding immediately prior to such
event.

 

(c)  Subject
to the provisions of this Section 3.6, if the Company shall at any time prior to
the conversion or repayment in full of the Principal Amount issue any shares of
Common Stock or securities convertible into Common Stock to a person other than
the Holder (except (i) pursuant to Sections 3.6(a) or (b) above; (ii) pursuant
to options, warrants, or other obligations to issue shares outstanding on the
date hereof as disclosed to the Holder in writing or in its Exchange Act
Filings; (iii) pursuant to options that may be issued under any employee
incentive stock option and/or any qualified stock option plan adopted by the
Company; or (iv) with respect to securities issued pursuant to acquisitions or
strategic transactions, provided any such issuance shall only be to a company
which is, itself or through its subsidiaries, an operating company in a business
synergistic with the business of the Company and in which the Company receives
benefits in addition to the investment of funds, but shall not include a
transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in
securities) for a consideration per share (the “Offer
Price”) less
than the Fixed Conversion Price in effect at the time of such issuance, then the
Fixed Conversion Price shall be immediately reset to pursuant to the formula
below. For purposes hereof, the issuance of any security of the Company
convertible into or exercisable or exchangeable for Common Stock shall result in
an adjustment to the Fixed Conversion Price upon the issuance of such
securities. 

 







4












If the
Company issues any additional shares of Common Stock for a consideration per
share less than the then-applicable Fixed Conversion Price pursuant to this
Section 3.6 then, and thereafter successively upon each such issue, the Fixed
Conversion Price shall be adjusted by multiplying the then applicable Fixed
Conversion Price by the following fraction: 

 


	
      A +
      B

	
      (A
      + B) + [((C - D) x B) / C]




 


A = Total
amount of shares convertible pursuant to any convertible Note issued by the
Company and/or any of its Subsidiaries to the Holder


 

B =
Actual shares sold in the offering

 

C = Fixed
Conversion Price

 

D = Offer
Price

 

Such
adjustment shall become effective immediately upon the earlier to occur of the
date of issuance of such shares of Common Stock or the record date for the
determination of stockholders entitled to receive the convertible securities, as
the case may be.

 

(d)  Computation
of Consideration. For
purposes of any computation respecting consideration received pursuant to
Section 3.6(c) above, the following shall apply:

 

(i)  in the
case of the issuance of shares of Common Stock for cash, the consideration shall
be the amount of such cash, provided that in no case shall any deduction be made
for any commissions, discounts or other expenses incurred by the Company for any
underwriting of the issue or otherwise in connection therewith;

 







5












(ii)  in the
case of the issuance of shares of Common Stock for a consideration in whole or
in part other than cash, the consideration other than cash shall be deemed to be
the fair market value thereof as determined in good faith by the Board of
Directors of the Company (irrespective of the accounting treatment thereof); and


 

(iii)  upon any
such exercise, the aggregate consideration received for such securities shall be
deemed to be the consideration received by the Company for the issuance of such
securities plus the additional minimum consideration, if any, to be received by
the Company upon the conversion or exchange thereof (the consideration in each
case to be determined in the same manner as provided in subsections (i) and (ii)
of this Section 2.5).

 

3.7  Reservation
of Shares. During
the period the conversion right exists, the Company will reserve from its
authorized and unissued Common Stock a sufficient number of shares to provide
for the issuance of Conversion Shares upon the full conversion of this Note. The
Company represents that upon issuance, the Conversion Shares will be duly and
validly issued, fully paid and non-assessable. The Company agrees that its
issuance of this Note shall constitute full authority to its officers, agents,
and transfer agents who are charged with the duty of executing and issuing stock
certificates to execute and issue the necessary certificates for the Conversion
Shares upon the conversion of this Note.

 

3.8  Registration
Rights. The
Holder has been granted registration rights with respect to the Conversion
Shares as set forth in a Registration Rights Agreement.

 

3.9 Issuance
of New Note. Upon
any partial conversion of this Note, a new Note containing the same date and
provisions of this Note shall, at the request of the Holder, be issued by the
Company to the Holder for the principal balance of this Note and interest which
shall not have been converted or paid. Subject to the provisions of Article IV
of this Note, the Company shall not pay any costs, fees or any other
consideration to the Holder for the production and issuance of a new
Note.

 

ARTICLE
IV  

EVENTS
OF DEFAULT AND DEFAULT RELATED PROVISIONS

 

4.1  Events
of Default. The
occurrence of an Event of Default under the Security Agreement shall constitute
an event of default (“Event
of Default”)
hereunder. 

 

4.2  Default
Interest.
Following the occurrence and during the continuance of an Event of Default, the
Borrowers shall, jointly and severally, pay additional interest on the
outstanding principal balance of this Note in an amount equal to the Contract
Rate plus five percent (5%) per annum, and all outstanding Obligations,
including unpaid interest, shall continue to accrue interest at such additional
interest rate from the date of such Event of Default until the date such Event
of Default is cured or waived.

 

4.3  Default
Payment.
Following the occurrence and during the continuance of an Event of Default, the
Holder, at its option, may elect, in addition to all rights and remedies of the
Holder under the Security Agreement and the Ancillary Agreements and all
obligations of each Borrower under the Security Agreement and the Ancillary
Agreements, to require the Borrowers, jointly and severally, to make a Default
Payment (“Default
Payment”). The
Default Payment shall be 120% of the outstanding principal amount of the Note,
plus accrued but unpaid interest, all other fees then remaining unpaid, and all
other amounts payable hereunder. The Default Payment shall be applied first to
any fees due and payable to the Holder pursuant to the Notes and/or the
Ancillary Agreements, then to accrued and unpaid interest due on the Notes and
then to the outstanding principal balance of the Notes. The Default Payment
shall be due and payable immediately on the date that the Holder has exercised
its rights pursuant to this Section 4.3.

 







6












ARTICLE
V  

MISCELLANEOUS

 

5.1  Conversion
Privileges. The
conversion privileges set forth in Article III shall remain in full force and
effect immediately from the date hereof until the date this Note is indefeasibly
paid in full and irrevocably terminated.

 

5.2  Cumulative
Remedies. The
remedies under this Note shall be cumulative.

 

5.3  Failure
or Indulgence Not Waiver. No
failure or delay on the part of the Holder hereof in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege. All
rights and remedies existing hereunder are cumulative to, and not exclusive of,
any rights or remedies otherwise available.

 

5.4  Notices. Any
notice herein required or permitted to be given shall be in writing and provided
in accordance with the terms of the Security Agreement.

 

5.5  Amendment
Provision. The
term “Note” and all references thereto, as used throughout this instrument,
shall mean this instrument as originally executed, or if later amended or
supplemented, then as so amended or supplemented, and any successor instrument
as such successor instrument may be amended or supplemented.

 

5.6  Assignability. This
Note shall be binding upon each Borrower and its successors and assigns, and
shall inure to the benefit of the Holder and its successors and assigns, and may
be assigned by the Holder in accordance with the requirements of the Security
Agreement. No Borrower may not assign any of its obligations under this Note
without the prior written consent of the Holder, any such purported assignment
without such consent being null and void.

 

5.7  Cost
of Collection. In case
of any Event of Default under this Note, the Borrowers shall, jointly and
severally, pay the the Holder’s reasonable costs of collection, including
reasonable attorneys’ fees.

 

5.8  Governing
Law, Jurisdiction and Waiver of Jury Trial.

 







7












(a)  THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.

 

(b)  EACH
BORROWER 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 BORROWER, ON THE ONE HAND,
AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS NOTE, THE SECURITY
AGREEMENT OR ANY OF THE OTHER ANCILLARY AGREEMENTS OR TO ANY MATTER ARISING OUT
OF OR RELATED TO THIS NOTE, THE SECURITY AGREEMENT OR ANY OF THE OTHER ANCILLARY
AGREEMENTS; PROVIDED, THAT
EACH BORROWER 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 NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT
THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
HOLDER. EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
BORROWER HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
NON CONVENIENS. EACH
BORROWER 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 THE COMPANY AT THE ADDRESS SET FORTH IN THE SECURITY AGREEMENT AND
THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE COMPANY’S
ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.

 

(c)  EACH
BORROWER DESIRES THAT ITS 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, EACH BORROWER HERETO WAIVES 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 THE HOLDER,
AND/OR ANY BORROWER ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, THE SECURITY
AGREEMENT, ANY OTHER ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR
THERETO.

 

5.9  Severability. In the
event that any provision of this Note is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of this Note.

 







8












5.10  Maximum
Payments. Nothing
contained herein shall be deemed to establish or require the payment of a rate
of interest or other charges in excess of the maximum permitted by applicable
law. In the event that the rate of interest required to be paid or other charges
hereunder exceed the maximum rate permitted by such law, any payments in excess
of such maximum rate shall be credited against amounts owed by the Borrowers to
the Holder and thus refunded to the Borrowers.

 

5.11  Security
Interest and Guarantee. The
Holder has been granted a security interest (i) in certain assets of the
Borrowers as more fully described in the Security Agreement and the Master
Security Agreement dated as of the date hereof and (ii) pursuant to the Stock
Pledge Agreement dated as of the date hereof. The obligations of the Borrowers
under this Note are guaranteed by certain Subsidiaries of the Borrowers pursuant
to the Guaranty dated as of the date hereof.

 

5.12  Construction. Each
party acknowledges that its legal counsel participated in the preparation of
this Note and, therefore, stipulates that the rule of construction that
ambiguities are to be resolved against the drafting party shall not be applied
in the interpretation of this Note to favor any party against the
other.

 

[Balance
of page intentionally left blank; signature page follows]


 







9
















 

IN
WITNESS WHEREOF, each
Borrower has caused this Secured Convertible Minimum Borrowing Note to be signed
in its name effective as of this 30th day of March, 2005.

 

 



 






	 	 	 
	 	
      EARTHFIRST
      TECHNOLOGIES, INCORPORATED

	 
 	 
 	 
 
		By:  	/s/ John Stanton

	 	
      

    
	 	
      Name:
      John Stanton

	 	
      Title:
      President

	 	 
	WITNESS:	 
	 	 
	/s/ Frank W. Barker, Jr. 	 
	
      

    	 




	
       
	 	 
	 	
      ELECTRIC
      MACHINERY ENTERPRISES, INC.

	 
 	 
 	 
 
		By:  	/s/ John Stanton

	 	
      

    
	 	
      Name:
      John Stanton

	 	
      Title:
      President

	 	 
	WITNESS:	 
	 	 
	/s/ Frank W. Barker, Jr. 	 
	
      

    	 




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

	 	
      

    
	 	
      Name:
      John Stanton

	 	
      Title:
      President

	 	 
	WITNESS:	 
	 	 
	/s/ Frank W. Barker, Jr. 	 
	
      

    	 




 







10


















	 	 	 
	 	
      WORLD
      ENVIRONMENTAL SOLUTIONS COMPANY,
    INC.

	 
 	 
 	 
 
		By:  	/s/ John Stanton 
	 	
      

    
	 	
      Name:
      John Stanton

	 	
      Title:
      President

	 	 
	WITNESS:	 
	 	 
	/s/ Frank W. Barker, Jr. 	 
	
      

    	 




	 	 	 
	 	
      EARTHFIRST
      INVESTMENTS, INC.

	 
 	 
 	 
 
		By:  	/s/ John Stanton 
	 	
      

    
	 	
      Name:
      John Stanton

	 	
      Title:
      President

	 	 
	WITNESS:	 
	 	 
	/s/ Frank W. Barker, Jr. 	 
	
      

       	 




	 	 	 
	 	
      EM
      ENTERPRISE RESOURCES, INC.

	 
 	 
 	 
 
		By:  	/s/ John Stanton 
	 	
      

    
	 	
      Name:
      John Stanton

	 	
      Title:
      President

	 	 
	WITNESS:	 
	 	 
	/s/ Frank W. Barker, Jr. 	 
	
      

       	 









	 	 	 
	 	
      EME
      MODULAR STRUCTURES, INC.

	 
 	 
 	 
 
		By:  	/s/ John Stanton 
	 	
      

    
	 	
      Name:
      John Stanton

	 	
      Title:
      President

	 	 
	WITNESS:	 
	/s/ Frank W. Barker, Jr. 	 
	 	 
	
      

       	 






 











11


















 

EXHIBIT
A

 

OTHER
BORROWERS

 




 

Electric
Machinery Enterprises, Inc., a Florida corporation

EarthFirst
Resources, Inc., a Florida corporation

World
Environmental Solutions Company, Inc., a Florida corporation

EarthFirst
Investments, Inc., a Florida corporation

EM
Enterprise Resources, Inc., a Florida corporation

EME
Modular Structures, Inc., a Florida corporation



 







12












 

EXHIBIT
B

 

 

NOTICE
OF CONVERSION

 

 

(To be
executed by the Holder in order to convert the

 

Secured
Convertible Minimum Borrowing Note)

 

The
undersigned hereby elects to convert $_________ of the principal and $_________
of the interest due on the Secured Convertible Minimum Borrowing Note dated as
of March __, 2005 (the “Note”) issued
by EarthFirst Technologies, Incorporated (the “Company”) and
the other Borrowers named and as defined therein into shares of Common Stock of
the Company in accordance with the terms and conditions set forth in the Note,
as of the date written below.

 




	Date of
      Conversion: 	 	 
	 	 	 
	Conversion Price: 	 	 
	 	 	 
	Shares
      To Be Delivered: 	 	 
	 	 	 
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