March 6, 2007 Mr. Ronald I. Heller Principal, Chief Investment Officer Heller Capital PartnersConvertible Note Extension Agreement • May 21st, 2007 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip
FIRST AMENDMENT TO THE $1,347,870.00 PROMISSORY NOTE MODIFICATION AND EXTENSION AGREEMENT DATED FEBRUARY 13, 2006Promissory Note Modification and Extension Agreement • May 21st, 2007 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip
This First Amendment to the $1,347,870.000 Promissory Note Modification and Extension Agreement dated February 13, 2006 (the “Amendment”) is made and entered into as of February 13, 2007, by and between Robert O. Baratta (the “Lender”) and Ecosphere Technologies, Inc. f/k/a UltraStrip Systems, Inc., a Florida corporation (the “Borrower”).
Term SheetTerm Sheet • May 21st, 2007 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip
This Term Sheet constitutes the agreement between (1) Shaw Robotic Environmental Services, LLC (“ShawRES”), a limited liability company owned by Shaw Environmental & Infrastructure, Inc. (“Shaw”) and Robotic Environmental Services, LLC (“RES”); and (2) Ultrastrip Envirobotics Solutions, Inc. (“UES”), a wholly-owned subsidiary of Ecosphere, Inc. (“ESPH”), this agreement consisting of a lease and parts consignment purchase arrangement for ShawRES’s existing fleet of equipment manufactured by ESPH and associated, populated mobile spare parts storage facilities (“MSF”). The terms of this agreement have been conceptually arrived upon following 1) good faith discussion between the parties 2) ShawRES understands that the equipment will be used to support UES operations at Lisnave Estalerios Navais, S.A. Shipyard (“LSY”) in Setubal, Portugal and BAE Systems San Francisco Dry Dock 3) UES’s inspection and testing of the robotic systems, MSF and inventory.
ECOSPHERE TECHNOLOGIES, INC.Representation Agreement • May 21st, 2007 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip
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.
