0001354488-10-003667 Sample Contracts

RESTRICTED STOCK AGREEMENT ANNUAL GRANT
Restricted Stock Agreement • November 22nd, 2010 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Delaware

This Restricted Stock Agreement (this “Agreement”) entered into as of July 1, 2010 (the “Grant Date”), sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Ecosphere Technologies, Inc., a Delaware corporation (the “Company”), to _Schedule A_ (the “Recipient”). This Agreement is subject to the terms of, and is made under, the 2006 Equity Incentive Plan (the “Plan”) which is incorporated into this Agreement by reference.

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NON-QUALIFIED STOCK OPTION AGREEMENT ANNUAL GRANT
Stock Option Agreement • November 22nd, 2010 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Florida

THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of July 1, 2010 (the “Grant Date”) between Ecosphere Technologies, Inc. (the “Company”) and _Schedule A_ (the “Optionee”).

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