EARTHFIRST TECHNOLOGIES INC
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<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>0006.txt
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                                                                    EXHIBIT 10.1
                           EXCLUSIVE LICENSE AGREEMENT

                                    * * * * *

         AGREEMENT made as of the 15th day of December, 1999, By and between
Toups Technology Licensing, Inc, a Florida Corporation headquartered at 7887
Bryan Diary Rd., Suite 105, Largo, Florida 33777 ("TTL", the "Company" or
"Licensee") and John Rivera ("Inventor") and Tomorrows Innovative Technology
Today headquartered at 4521 SW 133 Ave., Ft. Lauderdale, Florida 33330
(collectively "TITT" or "Licensor").

         WHEREAS Licensee is a technology development company which for the past
twelve months has been developing a pyrolytic carbon extraction ("PCE")
technology for which there are now two patents pending and that the inventor of
such devices has suffered a nervous breakdown making his continued involvement
impossible. That the Licensee successfully demonstrated the PCE technology to
include a 5 to 1 0-ton per day prototype PCE device and that the nervous
breakdown of the inventor has mandated the Company complete the development of
the PCE technology separate and apart from such patents pending, and;

         WHEREAS, Licensor is the possessor of rights and information related to
PCE and other pyrolosys and carbon processing devices and other processes or
systems, including, but not limited to, patent applications, inventions,
inventive concepts, improvements, modifications, trade secrets, and/or know-how
related to pyrolosys devices, processes or systems (all of the aforesaid being
hereinafter jointly referred to as the "PCE and/or GWE Technology"), and

         WHEREAS, Licensee desires to acquire all of Licensor's rights in the
PCE and/or GWE Technology through the granting of an exclusive world-wide
license as hereinafter described, the parties hereto intent to be legally bound
and it is therefore agreed:

         1.       EXCLUSIVE LICENSE.

                  (a)      The Licensor hereby grants to the Licensee the
exclusive world-wide right and license to use, commercialize, and exploit the
PCE and/or GWE Technology, including, but not limited to: (i) all rights which
Licensor has to use, commercialize or exploit PCE and/or GWE devices, processes
or systems; (ii) all rights which Licensor has to use, commercialize or exploit
patents pending related to PCE and/or GWE devices, processes or systems; (iii)
all rights which Licensor has to use, commercialize or exploit PCE and/or GWE,
processes or systems based in whole or in part on patents pending all rights
Licensor may have to use, commercialize or exploit PCE and/or GWE devices,
processes or systems based on other patents, patent applications, inventive
concepts, improvements, modifications, inventions, trade secrets, and/or
know-how owned or possessed by TITT; and (v) all rights Licensor may have to
make, assemble, and use apparatus, machinery, auxiliaries, and devices necessary
to put the PCE and/or GWE Technology into use, and to make, use, sell, or

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dispose of said apparatus, machinery, auxiliaries, and devices necessary to the
use of the PCE and/or GWE Technology.

                  (b)      The Licensor further grants to the Licensee the right
to grant sublicenses on such terms as the Licensee may deem advisable provided
any such sublicenses are not granted on terms less favorable to TITT than the
terms and conditions herein set forth.

         2.       LICENSOR ASSISTANCE, OWNERSHIP OF PATENTS PENDING

                  (a)      Licensor shall make available to Licensee all
reports, notes, specifications, drawings, vendor contracts, and other items
possessed by Licensor related to the PCE and/or GWE Technology.

                  (b)      Licensor shall provide, as necessary, upon terms
mutually agreeable to the parties, consultation related to the engineering,
fabrication, construction, maintenance and operation of devices, processes and
systems based on the PCE and/or GWE Technology.

                  (c)      All patents pending and any resultant patents on the
PCE and/or GWE Technology shall be the exclusive property of the Licensor,
subject to the exclusive license hereby granted. The Licensor shall, upon
demand, execute and deliver to Licensee such documents as may be reasonably
necessary to evidence the license hereby given.

         3.       PCE AND/OR GWE DEVELOPMENT. As an inducement to Licensee to
enter this Exclusive Agreement, Licensor represents and warrants:

                  (a)      Licensor has, prior to the execution of this
Exclusive Agreement, at TTL's Largo, Florida facilities, assembled and operated
a PCE and/or GWE device which efficiently reduced the mass of approximately two
pounds of swine manure into approximately one half ounce. This successful
testing of a prototype PCE and/or GWE device was paramount to the Licensee
entering this Exclusive Agreement.

                  (b)      Licensor shall now undertake, as a pertinent
incentive for the Licensee to enter this Agreement, the design of a commercial
PCE and/or GWE device including all required engineering drawings, parts lists,
operating manuals and any and all other items necessary to fabricate and
successfully commercialize a PCE and/or GWE device no later than three months
following the execution of this Agreement, and;

                  (c)      All engineering and other resources required to
comply with items 3(b) are at the expense of the Licensee.

                  (d)      Licensor shall take all steps necessary to file
pertinent patent, trademark, copyright and any and all other intellectual
filings necessary, in the opinion of Licensee, to provide commercial protection
so as to ensure the exclusivity of the


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rights granted Licensee in this Exclusive Agreement. Such actions shall be at
the expense of the Licensee. Licensor shall take all steps necessary to initiate
such filings with three months following the execution of this Agreement.

                  (e)      Licensor shall now undertake to write a developmental
plan which plan shall include but not be limited to (i) a commercial unit
developmental time-line commencing on the date of this Agreement and ending on
such date at the first commercial unit is ready to be sold; (ii) shall prepare a
complete list of parts, components, and any and all costs and expenses
anticipated to occur in the course of item 3(d)(1) hereinabove 4(iii) shall
prepare a summary of all technical and or engineering support estimated to be
used in the course of item 3(d)(i) hereinabove and; (iv) shall attach such
schedules, lists and other necessary parts of such developmental plans hereto as
Exhibit A no later than 60 days following the execution of this exclusive
Agreement. Such Exhibit A, when attached, shall become a part hereof and shall
be binding on the parties hereto as if it were a part of this Exclusive
Agreement on such date as this Agreement is executed.

         4.       LIMITATIONS TO LICENSOR. The Licensor agrees that as a part of
this Exclusive License Agreement, it shall:

                  (a)      operate within the frame work of the Licensee's
existing company and shall serve as the Project Manager for the PCE and/or GWE
technology;

                  (b)      not under any circumstance submit bids, quotes or any
binding agreement related to Agreement remains in force. TTL shall pay the
minimum royalty as a part of the fees indicated in item 4(2) and (3) and the
minimum royalty shall not be additive thereto.

                  (c)      50% of all initial sub-license fees when a G.W.E.
sublicense is sold.

                  (d)      50% of all royalties and profits, derived from the
sale of G.W.E.

                  (e)      As a part of this License Agreement, T.T.L. and
T.I.T.T. herein amend that certain Finder's Agreement by arid between T.T.L. and
John Rivera such that Mr. Rivera shall earn the 2,000,000 T.T.L. common shares
in full upon the execution of this Agreement.

         5.       PAYMENT OF ROYALTIES. The Licensee shall at all times keep,
and shall require A sublicenses to keep and to forward copies thereof to
Licensee, accurate accounts of the operations coming under the scope of this
license and shall render a full statement of the same in writing to the Licensor
within fifteen (15) days after each quarterly period of each calendar year
during the life of this Agreement, and at the same time shall pay the Licensor
the amount of earned royalties accrued during the corresponding quarterly period
as provided in paragraph 4, hereof, with the understanding that the Licensor
shall have the right, at his own expense and not more


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often than twice in each calendar year, to have a certified public accountant
examine the books of the Licensee for the sole purpose of verifying royalty
statements of the operations coming under the scope of this Agreement. All such
records shall be made fully available to the Licensor for such inspection.

         6.       TERM. This Agreement shall continue for a term of twenty (20)
years from this date, subject to the following:

                  (a)      If Licensee is adjudged bankrupt, this Agreement
shall forth with terminate, and in the event Licensee is adjudged insolvent, or
a receiver is appointed therefor, Licensor may, at Licensor's election,
terminate this Agreement upon written notice to Licensee.

                  (b)      The Licensor or the Licensee may terminate this
Agreement upon thirty (30) days notice in writing to the other of cause for
termination. Cause for termination shall be limited to the breach by such other
party of any material provision of this Agreement, unless such breach is
remedied or cured by the appropriate party within said notice period. Any
failure of a party to exercise this option to terminate for cause shall not be
deemed to be a waiver of the right to exercise such option at any other time
because of the same or any other cause the PCE and/or GWE technology to any
party without the express written consent of the Licensee;

                  (c)      not approve any expenditure whatsoever in connection
with this License Agreement and/or the development of the PCE and/or GWE
technology without the express written consent of the Licensee.

         7.       LICENSEE COMMERCIALIZATION. Licensee shall use its best
efforts to commercialize the PCE and/or GWE Technology world-wide, including,
but not limited to:

                  (a)      providing for all support engineering required to
make current shop specifications and shop drawings related to the PCE and/or GWE
Technology as required to commercialize the PCE and/or GWE Technology
world-wide.

                  (b)      providing for all metal fabrication, construction,
assembly or any other requirement necessary to construct, ship, install and
operate a plant using PCE and/or GWE Technology (reserving the right to TTL to
fabricate and assemble PCE and/or GWE Technology related items at its facilities
in Largo, Florida, or from an outsourcing supplier qualified for such purposes)
as mutually agreed upon.

                  (c)      causing an evaluation of the current pending patents,
trademarks, copyrights and other intellectual property to be filed or registered
on the PCE and/or GWE Technology so as to ascertain any additional protective
measures available and to recommend additional filings or registration which may
extend the life of protection currently enjoyed by any PCE and/or GWE
Technology.


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                  (d)      providing for the marketing of the PCE and/or GWE
Technology, including but not limited to, prospective client solicitation,
education and presentation of all pertinent aspects of the PCE and/or GWE
Technology.

         8.       ROYALTIES. Licensee shall pay Licensor:

                  (a)      A minimum annual royalty of one Hundred and Fifty
Thousand Dollars per Year with the first such payment made upon receipt of
payment for any G.W.E. related device or service on a 5O/50 division of profits
received from such initial sale. Thereafter, TTL shall pay the $150,000 annual
fee on the first day of January during each year this License for termination.
The foregoing right to terminate for cause is without prejudice, however, to any
cause of action or claim accrued on account of any such breach or to any
royalties due or to become due to the Licensor.

                  (b)      Upon termination of this Agreement, the licensee
shall duly account to the Licensor and transfer to it all rights which it may
have to patents, inventions, processes, and apparatus acquired hereunder, and
shall further provide Licensor copies of all records relevant to the operations
of TTL under this Agreement, including but not limited to, customer lists,
account information and engineering data.

         9.       INFRINGEMENT. Unless this Agreement is terminated, or the
parties are otherwise notified in writing, the Licensee shall defend all
infringement suits that may be brought against it or the Licensor on account of
the manufacture, use, or sale of any item covered by this Agreement, and when
information is brought to its attention indicating that others without license
are unlawfully infringing on the rights granted by paragraph 1 hereof, it shall
prosecute diligently such infringes. If the Licensee finds it necessary or
desirable in any suit which the Licensee may institute, the Licensee may join
the Licensor as party-plaintiff. In connection with such suits, the Licensor
shall execute all papers necessary or desirable and the Licensor shall testify
in any suit whenever requested so to do by the Licensee. In such event, the
Licensor shall not be chargeable for any costs or expenses other than those set
forth above.

         10.      NEW DEVELOPMENTS. If during the continuance of this license
the Licensor makes any further improvements in the PCE and/or GWE Technology or
becomes the owner of any such improvements either through patents or otherwise,
it shall communicate such improvements to the Licensee and give the Licensee
full information regarding the mode of using them and the Licensee shall be
entitled, subject to the terms of this Agreement, to use the same with all
rights which are hereby granted to the Licensee as though such improvements had
been included in this license when said license was made and entered into by the
parties.

         11.      ARBITRATION, JURISDICTION AND VENUE.

                  (a)      Any dispute between Licensor and Licensee under or
related to this Agreement shall, subject to paragraph (b), below, be resolved by
binding arbitration in Jacksonville, Florida, pursuant to the rules, then
obtaining, of the American Arbitration


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Association. Upon the request of either party upon initiation of arbitration on
any issue, or upon the request of either party made within 10 days after
receiving demand for arbitration as to such issue, three arbitrators rather than
a single arbitrator shall serve jointly as an arbitration panel in the
disposition of said arbitration. If three arbitrators are chosen, each party
shall choose a single arbitrator from the list of available arbitrators provided
by the American Arbitration Association and these two arbitrators shall choose a
third from the list of available arbitrators provided by the American
Arbitration Association. Arbitration shall be initiated by either party giving
notice to the other of demand for arbitration in accordance with paragraph 10,
below.

                  (b)      Initiation of arbitration pursuant to this paragraph
shall be without prejudice to any right a party may have to terminate this
Agreement pursuant to paragraph 6, above. However, such termination shall not
terminate or conclude any arbitration initiated prior to the effective date of
termination. Any such arbitration shall remain binding and valid as to any
issues on which such arbitration has been demanded.

         12.      NOTICE. Any notice required under this Agreement shall be
addressed as follows:

         IF TO LICENSEE:

         Toups Technology Licensing, Inc,
         attn:  Leon Toups, Chief Executive Officer
         7887 Bryan Diary Rd., Suite 105
         Largo, Florida  33777

         IF TO LICENSOR:

         Tomorrows Innovative Technology Today
         attn:  Inventor John Rivera
         4521 SW 133 Avenue
         Ft, Lauderdale Florida  33330

         13.      BENEFIT. This Agreement shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors, and assigns of the
parties hereto; provided, however, that no assignment of this Agreement shall be
made without the express written consent of Licensor.

         14.      INTERPRETATION.

                  (a)      This Agreement has been entered into by the parties
with advice of counsel, or after independently waiving such advice, and
represents the best efforts of both parties to arrive at a document expressing
their mutual agreements and covenants. Its terms shall not, therefore, be
strictly construed against either party as the drafter or preparer thereof.


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                  (b)      This Agreement shall be interpreted and construed in
accordance with the laws of the State of Florida.

         15.      REPRESENTATIONS.

                  (a)      Licensee represents that nothing in this License
Agreement conflicts with any existing agreement or with Licensee's bylaws or
Articles or Incorporation. It further represents that the person executing this
License Agreement on behalf of Licensee has been fully empowered to do so on
behalf of TTL by its Board of Directors.

                  (b)      Licensor represents that it has unencumbered
ownership of the PCE and/or GWE Technology and is legally empowered to enter
into this License Agreement Licensor further represents that the execution and
fulfillment of the terms of this License Agreement is not and will not be in
conflict with any existing similar agreements or understandings.

         IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate as of the day and year first above written.

For Licensee                                For Licensor


/s/ LEON H. TOUPS                           /s/ JOHN RIVERA
------------------------                    ---------------------
Leon H. Toups, President                    John Rivera, Inventor

                                            For TITT


                                            /s/ MARILYN CHIRINSKY
                                            ----------------------------
                                            Marilyn Chirinsky, President


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