ECOSPHERE TECHNOLOGIES, INC.

EXHIBIT 10.4

ECOSPHERE TECHNOLOGIES, INC.

0000 X.X. Xxxxxx Xxxxxxx

Xxxxxx, XX 00000

March 21, 2007

Xx. Xxxxxx Xxxxxxx

0000 Xxxxxxx Xxxxxx

Xxxxxx, XX 00000

Re:

Modification of Representation Agreement

Mr. Admiral Xxxxxxx:

This letter modifies the representation agreement entered into by you with UltraStrip Systems, Inc., n/k/a Ecosphere Technologies, Inc.  dated November 30, 2005 by deleting subsection (1) Sales Commission under the section entitled Compensation.  In all other respects the Representation Agreement is ratified and confirmed.  

Please execute a copy of this letter agreement and return it to the undersigned at your earliest convenience.

Sincerely yours,

Xxxxxx XxXxxxx

Chief Executive Officer

I hereby agree to the terms of the

above letter agreement.

__________________________

Xxxxxx Xxxxxxx