FORMATION AGREEMENT



         THIS AGREEMENT is made this 13 day of January 2001 by and among

EARTHFIRST TECHNOLOGIES, INC., a Florida corporation ("EFT"), MARILYN CHIRINSKY

("Chirinsky"), JOHN RIVERA ("Rivera") and TOMORROWS INNOVATIVE TECHNOLOGY TODAY,

INC., a Florida corporation ("TI Tech"). (Collectively the "Parties")



                              W I T N E S S E T H:



         WHEREAS, EFT has been technically and financially supportive of various

solid waste to energy technologies such as the Starved Air Combustor, Pyrolytic

Carbon Extraction and, most recently, Green Waste to Energy ("GWE Technology")



         WHEREAS, EFT is the exclusive licensee of the GWE Technology, pursuant

to that certain World Wide Exclusive License Agreement dated December 1999 by

and between the parties (the "Exclusive License") relating to all matters

associated with the GWE Technology. A copy of the Exclusive License is attached

hereto as Exhibit "A";



         WHEREAS, EFT provided financing and managerial support and TI Tech has

assembled a working prototype facility located in Port Gibson, Mississippi which

encompasses the GWE equipment in a configuration capable of converting various

feedstock into saleable oil, commercial grade carbon black, commercial synthetic

gas and saleable scrap steel;



         WHEREAS, Chirinsky is the sole shareholder of TI Tech and Rivera is the

sole inventor of the GWE Technology; and



         WHEREAS, the Parties now desire to form a new entity dedicated to the

commercialization of the GWE Technology pursuant to the terms and conditions set

forth in this Agreement.



         NOW, THEREFORE, intending to be legally bound relating to the mutual

promises made herein and for other good and valuable considerations, receipt of

which is hereby acknowledged the Parties hereby agree as follows.



         1.       RECITALS. The Parties agree that the foregoing Recitals are

true and correct.



         2.       FORMATION. The Parties shall form a new entity according to

the following:



                  (a)      The name of the new entity shall be EarthFirst Waste

to Energy, LLC ("EFWE");



<PAGE>



                  (b)      EFT shall be responsible for the formation of EFWE as

a limited liability company established in Delaware or other jurisdiction

acceptable to the Parties, and shall prepare the operating agreement which shall

incorporate the terms set forth herein and other customary terms and provisions;



                  (c)      EFT shall receive a fifty-one percent (51%) interest

in EFWE and Chirinsky shall receive forty-nine percent (49%) interest in EFWE;



                  (d)      EFWE shall be organized in such a way to allow for

the consolidation of its revenues with EFT for accounting and financial

reporting purposes;



                  (e)      The Board of Directors of EFWE shall consist of JOHN

STANTON, who shall also serve as the Chairman of the Board of Directors, LEON

TOUPS, and RIVERA. Messrs. Stanton and Toups (or their replacements) shall be

designated by EFT and Rivera (or his replacement) shall be designated by

Chirinsky. The operating agreement of EFWE shall provide that EFT shall select

two-thirds (2/3) of the Board of Directors and Chirinsky shall select one-third

(1/3) of the Board of Directors; and

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