GUARANTY

 

New York,
New YorkMarch 30,
2005

 

FOR VALUE
RECEIVED, and in consideration of note purchases from, loans made or to be made
or credit otherwise extended or to be extended by Laurus Master Fund, Ltd.
(“Laurus”) to or for the account of EarthFirst Technologies, Incorporated, a
Florida corporation (“Debtor”), from time to time and at any time and for other
good and valuable consideration and to induce Laurus, in its discretion, to
purchase such notes, make such loans or other extensions of credit and to make
or grant such renewals, extensions, releases of collateral or relinquishments of
legal rights as Laurus may deem advisable, each of the undersigned (and each of
them if more than one, the liability under this Guaranty being joint and
several) (jointly and severally referred to as “Guarantors “ or “the
undersigned”) unconditionally guaranties to Laurus, its successors, endorsees
and assigns the prompt payment when due (whether by acceleration or otherwise)
of all present and future obligations and liabilities of any and all kinds of
Debtor to Laurus and of all instruments of any nature evidencing or relating to
any such obligations and liabilities upon which Debtor or one or more parties
and Debtor is or may become liable to Laurus, whether incurred by Debtor as
maker, endorser, drawer, acceptor, guarantors , accommodation party or
otherwise, and whether due or to become due, secured or unsecured, absolute or
contingent, joint or several, and however or whenever acquired by Laurus,
whether arising under, out of, or in connection with (i) that certain Securities
Purchase Agreement dated as of the date hereof by and between the Debtor and
Laurus (the “Securities Purchase Agreement”), (ii) each Related Agreement
referred to in the Securities Purchase Agreement, (iii) that certain Security
Agreement dated as of the date hereof by and among the Debtor, certain other
entities named therein and Laurus (the “Security Agreement”) and (iv) each
Ancillary Agreement referred to in the Security Agreement (the Securities
Purchase Agreement and each Related Agreement and the Security Agreement and
each Ancillary Agreement, as each may be amended, modified, restated or
supplemented from time to time, are collectively referred to herein as the
“Documents”), or any documents, instruments or agreements relating to or
executed in connection with the Documents or any documents, instruments or
agreements referred to therein or otherwise, or any other indebtedness,
obligations or liabilities of the Debtor to Laurus, 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 (all of which are herein
collectively referred to as the “Obligations”), and irrespective of the
genuineness, validity, regularity or enforceability of such Obligations, or of
any instrument evidencing any of the Obligations 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 the Obligations in any
case commenced by or against Debtor under Title 11, United States Code,
including, without limitation, obligations or indebtedness of Debtor for
post-petition interest, fees, costs and charges that would have accrued or been
added to the Obligations but for the commencement of such case. Terms not
otherwise defined herein shall have the meaning assigned such terms in the
Securities Purchase Agreement and the Security Agreement, as applicable. In
furtherance of the foregoing, the undersigned hereby agrees as
follows:

 




















1.  No
Impairment. Laurus
may at any time and from time to time, either before or after the maturity
thereof, without notice to or further consent of the undersigned, extend the
time of payment of, exchange or surrender any collateral for, renew or extend
any of the Obligations or increase or decrease the interest rate thereon, or any
other agreement with Debtor or with any other party to or person liable on any
of the Obligations, or interested therein, for the extension, renewal, payment,
compromise, discharge or release thereof, in whole or in part, or for any
modification of the terms thereof or of any agreement between Laurus and Debtor
or any such other party or person, or make any election of rights Laurus may
deem desirable 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 (any of
the foregoing, an “Insolvency Law”) without in any way impairing or affecting
this Guaranty. This Guaranty shall be effective regardless of the subsequent
incorporation, merger or consolidation of Debtor, or any change in the
composition, nature, personnel or location of Debtor and shall extend to any
successor entity to Debtor, including a debtor in possession or the like under
any Insolvency Law.

 

2.  Guaranty
Absolute. Subject
to Section 5(c) hereof, each of the undersigned jointly and severally guarantees
that the Obligations will be paid strictly in accordance with the terms of the
Documents and/or any other document, instrument or agreement creating or
evidencing the Obligations, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of Debtor with respect thereto. Guarantors hereby knowingly accept the
full range of risk encompassed within a contract of “continuing guaranty” which
risk includes the possibility that Debtor will contract additional indebtedness
for which Guarantors may be liable hereunder after Debtor’s financial condition
or ability to pay its lawful debts when they fall due has deteriorated, whether
or not Debtor has properly authorized incurring such additional indebtedness.
The undersigned acknowledge that (i) no oral representations, including any
representations to extend credit or provide other financial accommodations to
Debtor, have been made by Laurus to induce the undersigned to enter into this
Guaranty and (ii) any extension of credit to the Debtor shall be governed solely
by the provisions of the Documents. The liability of each of the undersigned
under this Guaranty shall be absolute and unconditional, in accordance with its
terms, and shall remain in full force and effect without regard to, and shall
not be released, suspended, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever, including, without limitation: (a) any
waiver, indulgence, renewal, extension, amendment or modification of or
addition, consent or supplement to or deletion from or any other action or
inaction under or in respect of the Documents or any other instruments or
agreements relating to the Obligations or any assignment or transfer of any
thereof, (b) any lack of validity or enforceability of any Document or other
documents, instruments or agreements relating to the Obligations or any
assignment or transfer of any thereof, (c) any furnishing of any additional
security to Laurus or its assignees or any acceptance thereof or any release of
any security by Laurus or its assignees, (d) any limitation on any party’s
liability or obligation under the Documents or any other documents, instruments
or agreements relating to the Obligations or any assignment or transfer of any
thereof or any invalidity or unenforceability, in whole or in part, of any such
document, instrument or agreement or any term thereof, (e) any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation or
other like proceeding relating to Debtor, or any action taken with respect to
this Guaranty by any trustee or receiver, or by any court, in any such
proceeding, whether or not the undersigned shall have notice or knowledge of any
of the foregoing, (f) any exchange, release or nonperfection of any collateral,
or any release, or amendment or waiver of or consent to departure from any
guaranty or security, for all or any of the Obligations or (g) any other
circumstance which might otherwise constitute a defense available to, or a
discharge of, the undersigned. Any amounts due from the undersigned to Laurus
shall bear interest until such amounts are paid in full at the highest rate then
applicable to the Obligations. Obligations include post-petition interest
whether or not allowed or allowable.

 







2












3.  Waivers.

 

(a)  This
Guaranty is a guaranty of payment and not of collection. Laurus shall be under
no obligation to institute suit, exercise rights or remedies or take any other
action against Debtor or any other person or entity liable with respect to any
of the Obligations or resort to any collateral security held by it to secure any
of the Obligations as a condition precedent to the undersigned being obligated
to perform as agreed herein and each of the Guarantors hereby waives any and all
rights which it may have by statute or otherwise which would require Laurus to
do any of the foregoing. Each of the Guarantors further consents and agrees that
Laurus shall be under no obligation to marshal any assets in favor of
Guarantors, or against or in payment of any or all of the Obligations. The
undersigned hereby waives all suretyship defenses and any rights to interpose
any defense, counterclaim or offset of any nature and description which the
undersigned may have or which may exist between and among Laurus, Debtor and/or
the undersigned with respect to the undersigned’s obligations under this
Guaranty, or which Debtor may assert on the underlying debt, including but not
limited to failure of consideration, breach of warranty, fraud, payment (other
than cash payment in full of the Obligations), statute of frauds, bankruptcy,
infancy, statute of limitations, accord and satisfaction, and usury.


 

(b)  Each of
the undersigned further waives (i) notice of the acceptance of this Guaranty, of
the making of any such loans or extensions of credit, and of all notices and
demands of any kind to which the undersigned may be entitled, including, without
limitation, notice of adverse change in Debtor’s financial condition or of any
other fact which might materially increase the risk of the undersigned and (ii)
presentment to or demand of payment from anyone whomsoever liable upon any of
the Obligations, protest, notices of presentment, non-payment or protest and
notice of any sale of collateral security or any default of any
sort.

 

(c)  Notwithstanding
any payment or payments made by the undersigned hereunder, or any setoff or
application of funds of the undersigned by Laurus, the undersigned shall not be
entitled to be subrogated to any of the rights of Laurus against Debtor or
against any collateral or guarantee or right of offset held by Laurus for the
payment of the Obligations, nor shall the undersigned seek or be entitled to
seek any contribution or reimbursement from Debtor in respect of payments made
by the undersigned hereunder, until all amounts owing to Laurus by Debtor on
account of the Obligations are indefeasibly paid in full and Laurus’ obligation
to extend credit pursuant to the Documents has been irrevocably terminated. If,
notwithstanding the foregoing, any amount shall be paid to the undersigned on
account of such subrogation rights at any time when all of the Obligations shall
not have been paid in full and Laurus’ obligation to extend credit pursuant to
the Documents shall not have been terminated, such amount shall be held by the
undersigned in trust for Laurus, segregated from other funds of the undersigned,
and shall forthwith upon, and in any event within two (2) business days of,
receipt by the undersigned, be turned over to Laurus in the exact form received
by the undersigned (duly endorsed by the undersigned to Laurus, if required), to
be applied against the Obligations, whether matured or unmatured, in such order
as Laurus may determine, subject to the provisions of the Documents. Any and all
present and future debts and obligations of Debtor to any of the undersigned are
hereby waived and postponed in favor of, and subordinated to the full payment
and performance of, all present and future debts and Obligations of Debtor to
Laurus.

 







3












4.  Security. All
sums at any time to the credit of the undersigned and any property of the
undersigned in Laurus’ possession or in the possession of any bank, financial
institution or other entity that directly or indirectly, through one or more
intermediaries, controls or is controlled by, or is under common control with,
Laurus (each such entity, an “Affiliate”) shall be deemed held by Laurus or such
Affiliate, as the case may be, as security for any and all of the undersigned’s
obligations to Laurus and to any Affiliate of Laurus, no matter how or when
arising and whether under this or any other instrument, agreement or otherwise.


 

5.  Representations
and Warranties. Each of
the undersigned hereby jointly and severally represents and warrants (all of
which representations and warranties shall survive until all Obligations are
indefeasibly satisfied in full and the Documents have been irrevocably
terminated), that:

 

(a)  Corporate
Status. It is a
corporation, partnership or limited liability company, as the case may be, duly
formed, validly existing and in good standing under the laws of its jurisdiction
of formation indicated on the signature page hereof and has full power,
authority and legal right to own its property and assets and to transact the
business in which it is engaged.

 

(b)  Authority
and Execution. It has
full power, authority and legal right to execute and deliver, and to perform its
obligations under, this Guaranty and has taken all necessary corporate,
partnership or limited liability company, as the case may be, action to
authorize the execution, delivery and performance of this Guaranty.

 

(c)  Legal,
Valid and Binding Character. This
Guaranty constitutes its legal, valid and binding obligation enforceable in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting the enforcement of creditor’s rights and general
principles of equity that restrict the availability of equitable or legal
remedies. 

 

(d)  Violations. The
execution, delivery and performance of this Guaranty will not violate any
requirement of law applicable to it or any contract, agreement or instrument to
which it is a party or by which it or any of its property is bound or result in
the creation or imposition of any mortgage, lien or other encumbrance other than
in favor of Laurus on any of its property or assets pursuant to the provisions
of any of the foregoing, which, in any of the foregoing cases, could reasonably
be expected to have, either individually or in the aggregate, a Material Adverse
Effect.

 







4












(e)  Consents
or Approvals. No
consent of any other person or entity (including, without limitation, any
creditor of the undersigned) and no consent, license, permit, approval or
authorization of, exemption by, notice or report to, or registration, filing or
declaration with, any governmental authority is required in connection with the
execution, delivery, performance, validity or enforceability of this Guaranty by
it, except to the extent that the failure to obtain any of the foregoing could
not reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect.

 

(f)  Litigation. No
litigation, arbitration, investigation or administrative proceeding of or before
any court, arbitrator or governmental authority, bureau or agency is currently
pending or, to the best of its knowledge, threatened (i) with respect to this
Guaranty or any of the transactions contemplated by this Guaranty or (ii)
against or affecting it, or any of its property or assets, which, in each of the
foregoing cases, if adversely determined, could reasonably be expected to have a
Material Adverse Effect.

 

(g)  Financial
Benefit. It has
derived or expects to derive a financial or other advantage from each and every
loan, advance or extension of credit made under the Documents or other
Obligation incurred by the Debtor to Laurus.

 

(h)  Solvency. As of
the date of this Guaranty, (a) the fair saleable value of its assets exceeds its
liabilities and (b) it is meeting its current liabilities as they
mature.

 

6.  Acceleration.

 

(a)  If any
breach of any covenant or condition or other event of default shall occur and be
continuing under any agreement made by Debtor or any of the undersigned to
Laurus, or either Debtor or any of the undersigned should at any time become
insolvent, or make a general assignment, or if a proceeding in or under any
Insolvency Law shall be filed or commenced by, or in respect of, any of the
undersigned, or if a notice of any lien, levy, or assessment is filed of record
with respect to any assets of any of the undersigned by the United States of
America or any department, agency, or instrumentality thereof, or if any taxes
or debts owing at any time or times hereafter to any one of them becomes a lien
or encumbrance upon any assets of the undersigned in Laurus’ possession, or
otherwise, any and all Obligations shall for purposes hereof, at Laurus’ option,
be deemed due and payable without notice notwithstanding that any such
Obligation is not then due and payable by Debtor.

 

(b)  Each of
the undersigned will promptly notify Laurus of any default by such undersigned
in its respective performance or observance of any term or condition of any
agreement to which the undersigned is a party if the effect of such default is
to cause, or permit the holder of any obligation under such agreement to cause,
such obligation to become due prior to its stated maturity and, if such an event
occurs, Laurus shall have the right to accelerate such undersigned’s obligations
hereunder.

 







5












7.  Payments
from Guarantors. Laurus,
in its sole and absolute discretion, with or without notice to the undersigned,
may apply on account of the Obligations any payment from the undersigned or any
other guarantors, or amounts realized from any security for the Obligations, or
may deposit any and all such amounts realized in a non-interest bearing cash
collateral deposit account to be maintained as security for the
Obligations.

 

8.  Costs. The
undersigned shall pay on demand, all costs, fees and expenses (including
expenses for legal services of every kind) relating or incidental to the
enforcement or protection of the rights of Laurus hereunder or under any of the
Obligations.

 

9.  No
Termination. This is
a continuing irrevocable guaranty and shall remain in full force and effect and
be binding upon the undersigned, and each of the undersigned’s successors and
assigns, until all of the Obligations have been indefeasibly paid in full and
Laurus’ obligation to extend credit pursuant to the Documents has been
irrevocably terminated. If any of the present or future Obligations are
guarantied by persons, partnerships or entities in addition to the undersigned,
the death, release or discharge in whole or in part or the bankruptcy, merger,
consolidation, incorporation, liquidation or dissolution of one or more of them
shall not discharge or affect the liabilities of any undersigned under this
Guaranty.

 

10.  Recapture.
Anything in this Guaranty to the contrary notwithstanding, if Laurus receives
any payment or payments on account of the liabilities guaranteed hereby, 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 any Insolvency Law, common law or
equitable doctrine, then to the extent of any sum not finally retained by
Laurus, the undersigned’s obligations to Laurus shall be reinstated and this
Guaranty shall remain in full force and effect (or be reinstated) until payment
shall have been made to Laurus, which payment shall be due on
demand.

 

11.  Books
and Records. The
books and records of Laurus showing the account between Laurus and Debtor shall
be admissible in evidence in any action or proceeding, shall be binding upon the
undersigned for the purpose of establishing the items therein set forth and
shall constitute prima facie proof thereof.

 

12.  No
Waiver. No
failure on the part of Laurus to exercise, and no delay in exercising, any
right, remedy or power hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise by Laurus of any right, remedy or power hereunder
preclude any other or future exercise of any other legal right, remedy or power.
Each and every right, remedy and power hereby granted to Laurus or allowed it by
law or other agreement shall be cumulative and not exclusive of any other, and
may be exercised by Laurus at any time and from time to time.

 

13.  Waiver
of Jury Trial. EACH OF
THE UNDERSIGNED 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 OF THE UNDERSIGNED 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
LAURUS, AND/OR ANY OF THE UNDERSIGNED ARISING OUT OF, CONNECTED WITH, RELATED OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS
GUARANTY, ANY DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.


 







6












14.  Governing
Law; Jurisdiction. THIS
GUARANTY CANNOT BE CHANGED OR TERMINATED ORALLY, AND 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 LAWS. EACH OF THE UNDERSIGNED 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 OF THE UNDERSIGNED, ON THE ONE HAND, AND LAURUS, ON THE
OTHER HAND, PERTAINING TO THIS GUARANTY OR ANY OF THE DOCUMENTS OR TO ANY MATTER
ARISING OUT OF OR RELATED TO THIS GUARANTY OR ANY OF THE DOCUMENTS; PROVIDED, THAT
EACH OF THE UNDERSIGNED 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 GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE LAURUS 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 LAURUS.
EACH OF THE UNDERSIGNED EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
UNDERSIGNED HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
NON CONVENIENS. EACH OF
THE UNDERSIGNED 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 UNDERSIGNED IN ACCORDANCE WITH SECTION 18 AND THAT SERVICE SO
MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH UNDERSIGNED’S ACTUAL
RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.

 

15.  Understanding
With Respect to Waivers and Consents. Each
Guarantor warrants and agrees that each of the waivers and consents set forth in
this Guaranty is made voluntarily and unconditionally after consultation with
outside legal counsel and with full knowledge of its significance and
consequences, with the understanding that events giving rise to any defense or
right waived may diminish, destroy or otherwise adversely affect rights which
such Guarantor otherwise may have against the Debtor, Laurus or any other person
or entity or against any collateral. If, notwithstanding the intent of the
parties that the terms of this Guaranty shall control in any and all
circumstances, any such waivers or consents are determined to be unenforceable
under applicable law, such waivers and consents shall be effective to the
maximum extent permitted by law.

 







7












16.  Severability. To the
extent permitted by applicable law, any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

 

17.  Amendments,
Waivers. No
amendment or waiver of any provision of this Guaranty nor consent to any
departure by the undersigned therefrom shall in any event be effective unless
the same shall be in writing executed by each of the undersigned directly
affected by such amendment and/or waiver and Laurus.

 

18.  Notice. All
notices, requests and demands to or upon the undersigned, shall be in writing
and shall be deemed to have been duly given or made (a) when delivered, if by
hand, (b) three (3) days after being sent, postage prepaid, if by
registered or certified mail, (c) when confirmed electronically, if by
facsimile, or (d) when delivered, if by a recognized overnight delivery service
in each event, to the numbers and/or address set forth beneath the signature of
the undersigned.

 

19.  Successors. Laurus
may, from time to time, without notice to the undersigned, sell, assign,
transfer or otherwise dispose of all or any part of the Obligations and/or
rights under this Guaranty. Without limiting the generality of the foregoing,
Laurus may assign, or grant participations to, one or more banks, financial
institutions or other entities all or any part of any of the Obligations. In
each such event, Laurus, its Affiliates and each and every immediate and
successive purchaser, assignee, transferee or holder of all or any part of the
Obligations shall have the right to enforce this Guaranty, by legal action or
otherwise, for its own benefit as fully as if such purchaser, assignee,
transferee or holder were herein by name specifically given such right. Laurus
shall have an unimpaired right to enforce this Guaranty for its benefit with
respect to that portion of the Obligations which Laurus has not disposed of,
sold, assigned, or otherwise transferred.

 

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

 







8












21.  Release. Nothing
except indefeasible payment in full of the Obligations shall release any of the
undersigned from liability under this Guaranty.

 

22.  Remedies
Not Exclusive. The
remedies conferred upon Laurus in this Guaranty are intended to be in addition
to, and not in limitation of any other remedy or remedies available to
Laurus.

 

23.  Limitation
of Obligations under this Guaranty. Each
Guarantor and Laurus (by its acceptance of the benefits of this Guaranty) hereby
confirms that it is its intention that this Guaranty not constitute a fraudulent
transfer or conveyance for purposes of the Bankruptcy Code, the Uniform
Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the
foregoing intention, each Guarantor and Laurus (by its acceptance of the
benefits of this Guaranty) hereby irrevocably agrees that the Obligations
guaranteed by such Guarantor shall be limited to such amount as will, after
giving effect to such maximum amount and all other (contingent or otherwise)
liabilities of such Guarantor that are relevant under such laws and after giving
effect to any rights to contribution pursuant to any agreement providing for an
equitable contribution among such Guarantor and the other Guarantors (including
this Guaranty), result in the Obligations of such Guarantor under this Guaranty
in respect of such maximum amount not constituting a fraudulent transfer or
conveyance. 

 

[REMAINDER
OF THIS PAGE IS BLANK.

 

SIGNATURE
PAGE IMMEDIATELY FOLLOWS] 


 







9














 

IN
WITNESS WHEREOF, this Guaranty has been executed by the undersigned as of the
date and year here above written.

 



	 	 	 
	 	EARTHFIRST
      TECHNOLOGIES, INCORPORATED
	 
 	 
 	 
 
		By:  	/s/ John
      Stanton 
	 	
      

      
	 	Name:
      John Stanton
	 	Title:
      President
	 	 
	 	Address:
      2515 E. Hanna Avenue Tampa, FL 33610
	 	 
	 	Telephone:
      (813) 238-5010
	 	Facsimile:
      (813) 238-8490
	 	State
      of Formation:Florida





 




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

    
	 	Name: John Stanton
	 	Title: President
	 	 
	 	Address: 2515 E. Hanna Avenue Tampa, FL
33610
	 	 
	 	Telephone: (813) 238-5010
	 	Facsimile: (813) 238-8490
	 	State of
Formation:Florida




 





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

    
	 	Name: John Stanton
	 	Title: President
	 	 
	 	Address: 2515 E. Hanna Avenue Tampa, FL
33610
	 	 
	 	Telephone: (813) 238-5010
	 	Facsimile: (813) 238-8490
	 	State of
Formation:Florida






 







10
















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

    
	 	Name: John Stanton
	 	Title: President
	 	 
	 	Address: 2515 E. Hanna Avenue Tampa, FL
33610
	 	 
	 	Telephone: (813) 238-5010
	 	Facsimile: (813) 238-8490
	 	State of
Formation:Florida




 









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

    
	 	Name: John Stanton
	 	Title: President
	 	 
	 	Address: 2515 E. Hanna Avenue Tampa, FL
33610
	 	 
	 	Telephone: (813) 238-5010
	 	Facsimile: (813) 238-8490
	 	State of
Formation:Florida




 





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

    
	 	Name: John Stanton
	 	Title: President
	 	 
	 	Address: 2515 E. Hanna Avenue Tampa, FL
33610
	 	 
	 	Telephone: (813) 238-5010
	 	Facsimile: (813) 238-8490
	 	State of
Formation:Florida






 







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

    
	 	Name: John Stanton
	 	Title: President
	 	 
	 	Address: 2515 E. Hanna Avenue Tampa, FL
33610
	 	 
	 	Telephone: (813) 238-5010
	 	Facsimile: (813) 238-8490
	 	State of
Formation:Florida



 






12