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 TERM NOTE

 

FOR VALUE
RECEIVED, EARTHFIRST TECHNOLOGIES, INCORPORATED, a Florida corporation (the
“Company”),
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 Three Million
Dollars ($3,000,000), 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 that certain Securities Purchase Agreement dated as of the date hereof
by and between the Company and the Holder (as amended, modified and supplemented
from time to time, the “Purchase
Agreement”).

 

The
following terms shall apply to this Secured Convertible Term Note (this
“Note”):

 

ARTICLE
I  

CONTRACT
RATE AND AMORTIZATION

 

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 and one-half percent (2.5%) (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. 

 

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 this
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 May 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.

 




















1.3  Principal
Payments.
Amortizing payments of the aggregate principal amount outstanding under this
Note at any time (the “Principal
Amount”) shall
be made by the Company on October 1, 2005 and on the first business day of each
succeeding month thereafter until the Maturity Date (each, an “Amortization
Date”).
Subject to Article III below, commencing on the first Amortization Date, the
Company shall make monthly payments to the Holder on each Repayment Date, each
such payment in the amount of $100,000 (the “Monthly
Principal Amount”)
together with any accrued and unpaid interest on such portion of the Principal
Amount plus any and all other unpaid amounts which are then owing under this
Note, the Purchase Agreement and/or any other Related Agreement (the Monthly
Principal Amount, together with all such interest and other unpaid amounts,
collectively, the “Monthly
Amount”). Any
outstanding Principal Amount together with any accrued and unpaid interest and
any and all other unpaid amounts which are then owing by the Company to the
Holder under this Note, the Purchase Agreement and/or any other Related
Agreement shall be due and payable on the Maturity Date.

 

ARTICLE
II  

CONVERSION
AND REDEMPTION

 

2.1  Payment
of Monthly Amount.

 

(a)  Payment
in Cash or Common Stock. If the
Monthly Amount (or a portion of such Monthly Amount if not all of the Monthly
Amount may be converted into shares of Common Stock pursuant to Section 3.2) is
required to be paid in cash pursuant to Section 2.1(b), then the Company
shall pay the Holder an amount in cash equal to 102% of the Monthly Amount due
and owing to the Holder on the Amortization Date. If the Monthly Amount (or a
portion of such Monthly Amount if not all of the Monthly Amount may be converted
into shares of Common Stock pursuant to Section 3.2) is required to be paid in
shares of Common Stock pursuant to Section 2.1(b), the number of such shares to
be issued by the Company to the Holder on such Amortization Date (in respect of
such portion of the Monthly Amount converted into shares of Common Stock
pursuant to Section 2.1(b)), shall be the number determined by dividing (i) the
portion of the Monthly Amount converted into shares of Common Stock, by (ii) the
then applicable Fixed Conversion Price. For purposes hereof, subject to Section
3.6 hereof, the initial “Fixed
Conversion Price” means
$0.19.

 







2












(b)  Monthly
Amount Conversion Conditions. Subject
to Sections 2.1(a), 2.2, and 3.2 hereof, the Holder shall convert into
shares of Common Stock all or a portion of the Monthly Amount due on each
Amortization Date if the following conditions (the “Conversion
Criteria”) are
satisfied: (i) the average closing price of the Common Stock as reported by
Bloomberg, L.P. on the Principal Market for the five (5) trading days
immediately preceding such Amortization Date shall be greater than or equal to
110% of the Fixed Conversion Price and (ii) the amount of such conversion does
not exceed twenty five percent (25%) of the aggregate dollar trading volume of
the Common Stock for the period of twenty-two (22) trading days immediately
preceding such Amortization Date. If subsection (i) of the Conversion Criteria
is met but subsection (ii) of the Conversion Criteria is not met as to the
entire Monthly Amount, the Holder shall convert only such part of the Monthly
Amount that meets subsection (ii) of the Conversion Criteria. Any portion of the
Monthly Amount due on an Amortization Date that the Holder has not been able to
convert into shares of Common Stock due to the failure to meet the Conversion
Criteria, shall be paid in cash by the Company (x) in the case of the Monthly
Principal Amount, at the rate of 102% of such Monthly Principal Amount otherwise
due on such Amortization Date and (y) in the case of any portion of the Monthly
Amount other than the Monthly Principal Amount, at the rate of 100% of such
portion of the Monthly Amount otherwise due on such Amortization Date, within
three (3) business days of such Amortization Date. 

 

2.2  No
Effective Registration.
Notwithstanding anything to the contrary herein, none of the Company’s
obligations to the Holder may be converted into Common Stock unless (a) either
(i) an effective current Registration Statement (as defined in the Registration
Rights Agreement) covering the shares of Common Stock to be issued in connection
with satisfaction of such obligations exists or (ii) an exemption from
registration for resale of all of the Common Stock issued and issuable is
available pursuant to Rule 144 of the Securities Act and (b) no Event of Default
(as hereinafter defined) exists and is continuing, unless such Event of Default
is cured within any applicable cure period or otherwise waived in writing by the
Holder.

 

2.3  Optional
Redemption in Cash. The
Company may prepay 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 twenty five percent (125%), (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 fifteen percent (115%), and (iii)
in the case of any such prepayment occurring thereafter, one hundred ten percent
(110%), in each case, of the Principal Amount outstanding at such time 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 Purchase Agreement or any
other Related Agreement (the “Redemption
Amount”)
outstanding on the Redemption Payment Date (as defined below). The Company 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) business 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 (as
hereinafter defined) or for conversions elected to be made by the Holder
pursuant to Section 3.3 during the Redemption Period. The Redemption Amount
shall be determined as if the 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 must be paid in good funds to the Holder. In
the event the Company fails to pay the Redemption Amount on the Redemption
Payment Date as set forth herein, then such Redemption Notice will be null and
void.

 







3












ARTICLE
III  

HOLDER’S
CONVERSION RIGHTS

 

3.1  Optional
Conversion. Subject
to the terms set forth in this Article III, and notwithstanding any conversions
pursuant to Article II, the Holder shall have the right, but not the obligation,
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
Common Stock at the Fixed Conversion Price. 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 the Company 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 the Company.

 

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.


 







4












3.4  Late
Payments. The
Company 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
Company shall pay late payments to the Holder for any late issuance of
Conversion Shares in the form required pursuant to this Article II upon
conversion of this Note, in the amount equal to $250 per business day after the
Delivery Date. The Company shall 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. In
the event of any conversions of a portion of the outstanding Principal Amount
pursuant to this Article III, such conversions shall be deemed to constitute
conversions of the outstanding Principal Amount applying to Monthly Principal
Amounts for the remaining Amortization Dates in chronological
order.

 

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 this Note 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) issued to the seller in connection with an acquisition of stock or
assets by the Company and/or any Subsidiary of the Company, so long as such
shares are restricted and do not become freely or publicly traded in any respect
prior to the two year anniversary of the issuance thereof) 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 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.

 







5












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;

 







6












(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 3.6(d)).

 

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

 

4.1  Events
of Default. The
occurrence of any of the following events set forth in this Section 4.1 shall
constitute an event of default (“Event
of Default”)
hereunder:

 

(a)  Failure
to Pay. The
Company fails to pay when due any installment of principal, interest or other
fees hereon in accordance herewith, or the Company fails to pay any of the other
Obligations (under and as defined in the Master Security Agreement) when due,
and, in any such case, such failure shall continue for a period of three (3)
business days following the date upon which any such payment was
due.

 







7












(b)  Breach
of Covenant. The
Company or any of its Subsidiaries breaches any covenant or any other term or
condition of this Note in any material respect and such breach, if subject to
cure, continues for a period of twenty (20) days after the occurrence
thereof.

 

(c)  Breach
of Representations and Warranties. Any
representation, warranty or statement made or furnished by the Company or any of
its Subsidiaries in this Note, the Purchase Agreement or any other Related
Agreement shall at any time be false or misleading in any material
respect.

 

(d)  Other
Indebtedness. The
occurrence of any default or event of default (or similar term) under any
indebtedness of the Company or any of its Subsidiaries which permits the holder
of such indebtedness to accelerate such indebtedness, solely to the extent that
the principal amount of any such indebtedness exceeds, when taken together,
$500,000 in the aggregate;

 

(e)  Material
Adverse Effect. Any
change in the Company’s or any of its Subsidiary’s condition or affairs
(financial or otherwise) which in the Holder’s reasonable, good faith opinion,
could reasonably be expected to have a Material Adverse Effect;

 

(f)  Bankruptcy. The
Company or any of its Subsidiaries shall (i) apply for, consent to or
suffer to exist the appointment of, or the taking of possession by, a receiver,
custodian, trustee or liquidator 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 the 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 thirty (30) 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;

 

(g)  Judgments. An
attachment or levy is made upon the Company or any of its Subsidiary’s assets
having an aggregate value in excess of $50,000 or a judgment is rendered against
the Company’s property involving a liability of more than $50,000 which shall
not have been vacated, discharged, stayed or bonded within thirty (30) days from
the entry thereof;

 

(h)  Insolvency. The
Company or any of its Subsidiaries shall admit in writing its inability, or be
generally unable to pay its debts as they become due or cease operations of its
present business;

 

(i)  Change
in Control.
Any
“Person” or “group” (as such terms are defined in Sections 13(d) and 14(d) of
the Exchange Act, as in effect on the date hereof) is or becomes the “beneficial
owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act),
directly or indirectly, of 35% or more on a fully diluted basis of the then
outstanding voting equity interest of the Company (other than a “Person” or
“group” that beneficially owns 35% or more of such outstanding voting equity
interests of the Company on the date hereof) or (ii) the Board of Directors of
the Company shall cease to consist of a majority of the Board of Directors of
the Company on the date hereof (or directors appointed by a majority of the
Board of Directors in effect immediately prior to such appointment);

 

(j)  Indictment;
Proceedings. The
indictment or threatened indictment of the Company or any of its Subsidiaries or
any executive officer of the Company or any of its Subsidiaries under any
criminal statute, or commencement or threatened commencement of criminal or
civil proceeding against the Company or any of its Subsidiaries or any executive
officer of the Company or any of its Subsidiaries pursuant to which statute or
proceeding penalties or remedies sought or available include forfeiture of any
of the property of the Company or any of its Subsidiaries;

 







8












(k)  Related
Agreements. (i) An
Event of Default shall occur under and as defined in any Related Agreement, the
Security Agreement or any Ancillary Agreement referred to in the Security
Agreement, (ii) the Company or any of its Subsidiaries shall breach any term or
provision of the Purchase Agreement or any Related Agreement in any material
respect which is not cured within any applicable cure or grace period, (iii) the
Company or any of its Subsidiaries attempts to terminate, challenges the
validity of, or its liability under, the Purchase Agreement or any Related
Agreement, (iv) any proceeding shall be brought to challenge the validity,
binding effect of the Purchase Agreement or any Related Agreement or (v) the
Purchase Agreement or any Related Agreement ceases to be a valid, binding and
enforceable obligation of the Company or any of its Subsidiaries (to the extent
such persons or entities are a party thereto);

 

(l)  Stop
Trade. An SEC
stop trade order or Principal Market trading suspension of the Common Stock
shall be in effect for five (5) consecutive days or five (5) days during a
period of ten (10) consecutive days, excluding in all cases a suspension of all
trading on a Principal Market, provided that the Company shall not have been
able to cure such trading suspension within thirty (30) days of the notice
thereof or list the Common Stock on another Principal Market within sixty (60)
days of such notice; or

 

(m)  Failure
to Deliver Common Stock. The
Company’s failure to deliver Common Stock to the Holder pursuant to and in the
form required by this Note and the Purchase Agreement and, if such failure to
deliver Common Stock shall not be cured within three (3) business days or the
Company is required to issue a replacement Note to the Holder and the Company
shall fail to deliver such replacement Note within ten (10) business days
..

 

4.2  Default
Interest.
Following the occurrence and during the continuance of an Event of Default, the
Company shall pay additional interest on this Note in an amount equal to the
Contract Rate plus five percent (5%) per annum, and all outstanding obligations
under this Note, the Purchase Agreement and each Related Agreement, 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 demand repayment in full of all obligations owing by
Company to the Holder under this Note, the Purchase Agreement and/or any Related
Agreement and/or may elect, in addition to all rights and remedies of the Holder
under the Purchase Agreement and the other Related Agreements and all
obligations of the Company under the Purchase Agreement and the other Related
Agreements, to require the Company 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 this Note and/or the other
Related Agreements, then to accrued and unpaid interest due on this Note and
then to the outstanding principal balance of this Note. 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.

 







9












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 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 Purchase 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 the Company 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. The Company 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 Company shall pay the Holder
reasonable costs of collection, including reasonable attorneys’
fees.

 

5.8  Governing
Law, Jurisdiction and Waiver of Jury Trial.

 







10












(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)  THE
COMPANY 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 THE COMPANY, ON THE ONE HAND,
AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS NOTE OR ANY OF THE OTHER
RELATED AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE OR
ANY OF THE RELATED AGREEMENTS; PROVIDED, THAT
THE COMPANY 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. THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH THE
COMPANY HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
NON CONVENIENS. THE
COMPANY 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 PURCHASE 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)  THE
COMPANY 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, THE COMPANY 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 THE
COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, ANY OTHER
RELATED 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.

 







11












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 Company to
the Holder and thus refunded to the Company.

 

5.11  Security
Interest and Guarantee. The
Holder has been granted a security interest (i) in certain assets of the Company
as more fully described in 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 Company under this Note are guaranteed by certain
Subsidiaries of the Company 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]

 







12












IN
WITNESS WHEREOF, the
Company has caused this Secured Convertible Term 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. 	 
	
      

    	 







 




















EXHIBIT
A




 

NOTICE
OF CONVERSION

 

(To be
executed by the Holder in order to convert all or part of

 

the
Secured Convertible Term Note into Common Stock)

 

[Name and
Address of Holder]

 

The
undersigned hereby converts $_________ of the principal due on [specify
applicable Repayment Date] under the Secured Convertible Term Note dated as of
March 30, 2005 (the “Note”) issued
by EarthFirst Technologies, Incorporated (the “Company”) by
delivery of shares of Common Stock of the Company on and subject to the
conditions set forth in the Note.

 

 


	1. 	Date
      of Conversion		 
	 	 		 
	2.	Shares
      To Be Delivered:	 	 



 







	 	 	 
	 	
      EARTHFIRST
      TECHNOLOGIES, INCORPORATED

	 
 	 
 	 
 
		By:  /s/ John Stanton 
	 	
      

       
	 	Name:
	 	
      

    
	 	Title: