Disbursement Letter



 EXHIBIT 4.13 
  
 EarthFirst Technologies, Inc 
 2515 E. Hanna Avenue 
 Tampa, FL 33610 
  
 March 30, 2005 
  
 Scott J. Giordano 
 Loeb & Loeb LLP 
 345 Park Avenue 
 New York, New York 10154 
 Direct Dial: (212) 407-4104 
 Fax: (212) 407-4990

  

			
	 RE:
	  	EarthFirst Technologies, Inc. – Escrow Release
	 	  	Gross Escrow Deposit: $6,600,000

  
 Dear
Mr. Giordano: 
  
 These instructions are given to you
pursuant to a Funds Escrow Agreement among EarthFirst Technologies, Inc. (the “Company”), Laurus Master Fund, Ltd. and Loeb & Loeb LLP as Escrow Agent. Subject to the terms set forth below, you are instructed to disburse
$6,600,000 of the investor’s funds received by you to and on the Company’s behalf as follows: 
  

	 	1.	$4,507,861.21 – EarthFirst Technologies, Inc pursuant to the following wire instructions: 

  

			
	 Bank Name:
	  	Bank of Tampa
		
	 ABA #:
	  	 
	 For Credit to:
	  	EarthFirst Technologies, Inc.
	 Account Number:
	  	 

  

	 	2.	$1,650,000.00 – Akerman Senterfitt, P.A. (for payment in full of all secured obligations to Sun Trust Bank) pursuant to the following wire instructions:


  

			
	 Bank:
	  	SunTrust Bank
	 	  	Orlando, FL
	 ABA Number:
	  	063102152
	 For Credit to:
	  	Trust Account of Akerman Senterfitt
	 Account Number:
	  	0215201112961
	 Reference:
	  	Notify Akerman accounting department upon arrival

  

	 	3.	$24,129.92 – Akerman Senterfitt, P.A. (for payment in full of all Company 2004 Tax Judgments outstanding) pursuant to the following wire instructions: 


 

			
	 Bank:
	  	SunTrust Bank
	 	  	Orlando, FL
	 ABA Number:
	  	063102152
	 For Credit to:
	  	Trust Account of Akerman Senterfitt
	 Account Number:
	  	0215201112961
	 Reference:
	  	Notify Akerman accounting department upon arrival









	 	4.	$27,718.37 – Akerman Senterfitt, P.A. (for payment in full of all Company 2003 Tax Judgments outstanding) pursuant to the following wire instructions: 


 

			
	 Bank:
	  	SunTrust Bank
	 	  	Orlando, FL
	 ABA Number:
	  	063102152
	 For Credit to:
	  	Trust Account of Akerman Senterfitt
	 Account Number:
	  	0215201112961
	 Reference:
	  	Notify Akerman accounting department upon arrival

  

	 	5.	$288,000.00 – Laurus Capital Management, L.L.C. (management fees), pursuant to the following wire instructions: 

  

			
	 Bank:
	  	North Fork Bank
	 	  	New York, NY 10022
	 ABA Number:
	  	021407912
	 For Credit to:
	  	Laurus Capital Management, LL.C.
	Account Number:	  	2774045278

  

	 	6.	$23,125.00 – Laurus Capital Management, L.L.C. (Due diligence and documentation expenses), pursuant to the following wire instructions: 

  

			
	 Bank:
	  	North Fork Bank
	 	  	New York, NY 10022
	 ABA Number:
	  	021407912
	 For Credit to:
	  	Laurus Capital Management, LL.C.
	Account Number:	  	2774045278

  

	 	7.	$2,375.00 to Akerman Senterfitt, P.A. (for payment in full of all legal services relating to Florida mortgage) pursuant to the following wire instructions: 


 

			
	 Bank:
	  	SunTrust Bank
	 	  	Orlando, FL
	 ABA Number:
	  	063102152
	 For Credit to:
	  	Trust Account of Akerman Senterfitt
	Account Number:	  	0215201112961
	Reference:	  	Notify Akerman accounting department upon arrival

  

	 	8.	$34,790.50 to Akerman Senterfitt, P.A. (for payment of the title premium, documentary stamp tax, intangible tax, recording fees and title searches relating to Florida mortgage)
pursuant to the following wire instructions: 

  

			
	 Bank:
	  	SunTrust Bank
	 	  	Orlando, FL
	 ABA Number:
	  	063102152
	 For Credit to:
	  	Trust Account of Akerman Senterfitt
	Account Number:	  	0215201112961









	 	9.	$40,000.00 to Sichenzia Ross Friedman Ference LLP. (for company counsel legal fees) pursuant to the following wire instructions: 

  

			
	 Bank:
	  	HSBC Bank USA
	 	  	New York, NY
	 ABA Number:
	  	021001088
	 For Credit to:
	  	Sichenzia Ross Friedman Ference LLP
	Account Number:	  	629034133
	Reference:	  	EFTI

  

	 	10.	$2,000 – Loeb & Loeb LLP (for escrow agent fee), pursuant to the following wire instructions: 

  

			
	 Bank:
	  	Citibank, N.A.
	 ABA No:
	  	021000089
	 Acct. No.:
	  	02674308
	 Reference:
	  	Laurus Escrow Arrangement

  

			
	 Very truly yours,

	
	 EARTHFIRST TECHNOLOGIES, INC.

		
	 By:
	 	 /s/ John Stanton




  
 Accepted and Agreed: 
  
 Laurus Master
Fund, Ltd. 
  

			
	By:	 	 /s/ Eugene Grin