Exhibit 10.8

                          AMENDED EMPLOYMENT AGREEMENT

      EMPLOYMENT AGREEMENT ("AGREEMENT") made as of this 1st day of December
2005 ("EFFECTIVE DATE") by and between ECOSPHERE TECHNOLOGIES, INC., a Delaware
corporation ("COMPANY"), and MICHAEL R. DONN, SR. ("EXECUTIVE").

      In consideration of the mutual covenants and agreements herein contained,
the compensation to be paid hereunder and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

      1.    TERM OF EMPLOYMENT. The Company hereby employs Executive, and
            Executive hereby accepts employment with the Company, for a period
            beginning on the Effective Date and terminating, unless sooner
            terminated as provided herein, on the date that is the third year's
            anniversary of the Effective Date (such third anniversary or earlier
            date of termination, the "TERMINATION DATE", and such period, the
            "TERM"). Notwithstanding the foregoing sentence, this Agreement may
            be terminated by the Company effective as of the first year's
            anniversary of the Effective Date (the "FIRST ANNIVERSARY", and the
            period between the effective date and the First Anniversary, "YEAR
            1", and the subsequent annual periods covering the same months,
            "YEAR 2" and "YEAR 3", respectively), by delivery of written notice
            of termination to Executive at any time (but no later than sixty
            (60) days after the First Anniversary, if either of the following
            two requirements are not met:

                  (i)   At all times during the ninety (90) days preceding and
                        inclusive of the First Anniversary, the Company must be
                        "cash positive"; "cash positive" means that the Company
                        is able to pay all of its obligations as they become due
                        (excluding obligations that were already due and payable
                        on the Effective Date) out of the Company's cash flow
                        from operations; the determination of whether the
                        Company is "cash positive" shall be within the
                        reasonable discretion of the Parent Company, UltraStrip
                        Systems, Inc. ("UltraStrip"), Board of Directors or its
                        Compensation Committee (either the "BOARD"); and

                  (ii)  During the Term of Employment the Company shall operate
                        as a unified team, with its management, employees and
                        consultants all fulfilling or working towards fulfilling
                        their assigned duties, not impeding or interfering with
                        the assigned duties of others at the Company, and
                        working generally in harmony towards the common goals
                        established by the Board and the Executive; the Board
                        shall determine, in the exercise of its reasonable
                        judgment, if the foregoing requirement has been met.

      2.    DUTIES OF EXECUTIVE. Executive is hereby hired and employed by the
            Company as its President. Executive shall perform the duties and
            accept the responsibilities typical for the President of an emerging
            technology sales and service company, and Executive shall devote his
            efforts to rendering services to the Company in such capacity.
            Executive shall

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            not be required without his consent to undertake responsibilities
            not commensurate with his position. Executive shall report to the
            Board. [FROM A LIMITATION OF LIABILITY PERSPECTIVE, IT IS BEST TO
            HAVE HIM REPORT TO THE ECOSPHERE BOARD MEMBERS OTHER THAN HIMSELF].

      3.    COMPENSATION OF EXECUTIVE.

                  (i)   BASE SALARY. Executive shall be entitled to receive from
                        the Company a base salary ("BASE SALARY") of: (A) two
                        hundred twenty five thousand dollars ($225,000) in Year
                        1; (B) two hundred fifty thousand dollars ($250,000) in
                        Year 2; and (C) two hundred seventy five thousand
                        dollars ($275,000) in Year 3. [THE INITIAL YEAR BASE
                        SALARY SHALL NOT COMMENCE UNTIL THE COMPANY HAS ACHIEVED
                        SIGNIFICANT CASH FLOW FROM A NEW CONTRACT OR HAS CLOSED
                        AND COLLECTED A SUBSTANTIAL CAPITAL INFUSION] Base
                        Salary shall be payable in accordance with the normal
                        payroll scheduling practices of the Company; PROVIDED,
                        HOWEVER, that the Board may at any time, and from time
                        to time, defer up to fifty percent (50%) of the Base
                        Salary until such time as the Company is, in the Board's
                        discretion, financially able to pay the full Base
                        Salary. If Base Salary is deferred, it shall be paid in
                        full on the ninetieth (90th) day after the date that the
                        Board determines, by resolution, that the Company is
                        "fully funded", meaning that it is financially able to
                        pay the full Base Salary and all deferred Base Salary.

                  (ii)  STOCK OPTIONS.

                              (A) Upon execution of this Agreement, UltraStrip
                                  granted Executive a non-statutory stock option
                                  to acquire five hundred thousand (500,000)
                                  shares of UltraStrip's common stock at an
                                  exercise price of $1.00 value at the date of
                                  grant, exercisable at any time prior to the
                                  date that is the fifth year's anniversary of
                                  the Effective Date ("FIFTH ANNIVERSARY"),
                                  subject to SECTION 3(ii)(E), below.

                              (B) If on the thirtieth (30th) day following the
                                  First Anniversary Executive remains employed
                                  by the Company and has not been notified by
                                  the Board that his employment hereunder is
                                  terminated, UltraStrip shall grant Executive a
                                  non-statutory stock option to acquire an
                                  additional one hundred fifty thousand
                                  (150,000) shares of Company's common stock and
                                  on the thirtieth (30th) day following the
                                  Second Anniversary Executive remains employed
                                  by the Company and has not been notified by
                                  the Board that his employment hereunder is
                                  terminated, UltraStrip shall grant Executive a
                                  non-statutory stock option to acquire an
                                  additional one hundred fifty thousand
                                  (150,000) shares of UltraStrip's common stock
                                  at an exercise price per share that is equal
                                  to the fair market value per share of
                                  UltraStrip's common stock as of the date of
                                  the option grant. Fair market value shall be
                                  determined as provided in the stock option
                                  plan then maintained by UltraStrip for its
                                  employees, and if there is no such plan, then
                                  fair market value shall be determined by the
                                  Board of Directors in the good faith exercise
                                  of its discretion

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                                  (either case to be hereinafter referred to
                                  "FMV". Such option shall be exercisable at any
                                  time prior to the Fifth Anniversary, subject
                                  to SECTION 3(ii)(E), below.

                              (C) All options granted to Executive under this
                                  SECTION 3(ii) are referred to herein as the
                                  "OPTIONS". If Executive's employment hereunder
                                  is terminated by Company for any reason other
                                  than for "cause" (defined below), or if
                                  Executive terminates his employment for "good
                                  reason" (also defined below), or if this
                                  Agreement expires in accordance with its
                                  terms, then all Options that are granted,
                                  vested and effective prior to such date of
                                  termination or expiration shall remain in
                                  effect, but those that are not then granted,
                                  vested and effective shall expire ninety (90)
                                  days after the date of such termination or
                                  expiration. If Executive's employment
                                  hereunder is terminated by Company for
                                  "cause", or if Executive terminates his
                                  employment and does not have "good reason" to
                                  terminate, then all Options that have been
                                  granted but are not exercised by Executive on
                                  or before the date of such termination shall
                                  expire on the date of termination of
                                  employment.

                              (D) All shares acquired upon exercise of options
                                  granted under this SECTION 3(ii) shall have be
                                  covered by UltraStrip's Form S-8 which it
                                  shall file with the Securities and Exchange
                                  Commission at about the time it files its Form
                                  10-KSB for the year ending December 31, 2005.

                              (E) All provisions of this SECTION 3(ii) that are
                                  to be performed after expiration or
                                  termination of this Agreement shall survive
                                  the expiration or termination of this
                                  Agreement until such provisions expire or
                                  terminate in accordance with their terms.

                  (iii) ANNUAL PERFORMANCE EVALUATION. Following each calendar
                        year during the Term, the UltraStrip . President & CEO
                        acting with the consent of the Board shall evaluate the
                        Executive's performance during such calendar year and
                        may pay the Executive a cash bonus of up to one percent
                        (1%) of annual gross revenues, after deducting
                        consultant "brokerage fees" as presented in the approved
                        Annual Budget of the Company not to exceed 25% of the
                        Executive's current Salary. This provision shall
                        obligate the UltraStrip President & CEO to evaluate the
                        Executive and consider payment of a bonus annually, but
                        does not require payment of any bonus unless the CEO,
                        with the consent of the Board, determines to pay a
                        bonus.

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      4.    OTHER BENEFITS.

            (i)   In the course of his employment Executive shall be expected to
                  incur various business expenses customarily incurred by
                  persons holding like positions, including, but not limited to,
                  traveling, entertainment and similar expenses, for the benefit
                  of the Company. Subject to the Company's policy regarding the
                  reimbursement of such expenses, the Company shall reimburse
                  Executive for such expenses from time to time, at Executive's
                  request, and Executive shall account to the Company for such
                  expenses.

            (ii)  The Company shall, so long as it is available, maintain health
                  insurance coverage for Executive in such amount, on such
                  terms, and with such carriers as shall reasonably be
                  determined by the Company's Board of Directors. However,
                  Company shall, at a minimum, provide Executive with such
                  insurance coverage as may be made available to other
                  executive-level employees at the Company and UltraStrip.

            (iii) Executive shall be entitled to up to four (4) weeks (or the
                  equivalent of 160 hours) Personal leave (PTO) during each of
                  Year 1, Year 2 and Year 3. Each year's specific amount of PTO
                  (not to exceed four weeks) will be determined in the Annual
                  Performance Evaluation. In the event Executive does not take
                  all of his vacation during any year, the unused vacation shall
                  not carry over into the next year, nor shall the Company be
                  required to pay Executive for any unused vacation.

      5.    TERMINATION BY THE COMPANY.

            (i)   In addition to its right to terminate this Agreement at the
                  end of Year 1 pursuant to SECTION 1 hereof, the Company shall
                  have the right to terminate this Agreement under the following
                  circumstances:

                              (A) Upon notice from the Company to Executive in
                                  the event of an illness or other disability
                                  which has incapacitated him from performing a
                                  material portion of his duties for twelve (12)
                                  consecutive weeks as determined in good faith
                                  by the Board; or

                              (B) For "cause" upon notice from the Company.
                                  Termination by the Company of Executive's
                                  employment for "cause" shall be limited to the
                                  following circumstances:

              1.  Executive is convicted of, pleads guilty to or pleads no
                  contest to a felony involving moral turpitude including

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                  fraud, conversion, embezzlement, falsifying records or reports
                  regardless of whether it relates to the Company or a similar
                  crime involving the Company's property;

              2.  Executive willfully breaches this Agreement in a material way,
                  which breach remains uncured thirty (30) days after written
                  notice thereof shall have been sent to Executive; or

              3.  Insubordination or incompetence, as reasonably determined by
                  the Board after Executive has had the opportunity to address
                  the Board with respect to the matter.

            (ii)  If this Agreement is terminated pursuant to SECTION 5(i)
                  above, all of Executive's rights and all of the Company's
                  obligations hereunder shall forthwith terminate except as
                  expressly provided in this Agreement.

            (iii) If this Agreement is terminated as the result of his death or
                  pursuant to SECTION 5(i)(A) above, Executive or his estate
                  shall be entitled to receive cash equal to Executive's
                  remaining unpaid Base Salary through the period that ends on
                  the 360th consecutive day following the date of termination of
                  this Agreement or that ends on the third year's anniversary of
                  the Effective Date, whichever occurs first. Such cash shall be
                  payable to Executive or his estate in accordance with the
                  Company's normal payroll practices that would otherwise have
                  applied to payment of his Base Salary. The Company may
                  purchase insurance to cover all or any part of its obligations
                  set forth in this SECTION 5(iii), and Executive agrees to take
                  a physical examination to facilitate the obtaining of such
                  insurance. However, death and disability benefits are not
                  conditioned upon the Executive's insurability or the Company's
                  obtaining insurance.

            (iv)  Whenever compensation is payable to Executive hereunder during
                  a time when he is partially or totally disabled and such
                  disability (except for the provisions hereof) would entitle
                  him to disability income or to salary continuation payments
                  from the Company according to the terms of any plan now or
                  hereafter provided by the Company or according to any Company
                  policy in effect at the time of such disability, the
                  compensation payable to him hereunder shall be inclusive of
                  any disability income or salary continuation and shall not be
                  in addition thereto. If disability income is payable directly
                  to Executive by an insurance company under an insurance policy
                  paid for by the Company, the amounts paid to him by said
                  insurance company shall be considered to be part of the
                  payments to be made by the Company to him pursuant to this
                  Section, and shall not be in addition thereto.

      6.    TERMINATION BY EXECUTIVE. Executive shall have the right to
            terminate his employment under this Agreement for "good reason", by
            giving at least sixty (60) days'

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            prior written notice of termination to the Company if the Company
            materially reduces Executive's duties and responsibilities
            hereunder. Executive's duties and responsibilities shall not be
            deemed materially reduced for purposes hereof solely by virtue of
            the fact that the Company is (or substantially all of its assets
            are) sold to, or is combined with, another entity. If this Agreement
            is terminated pursuant to SECTION 5(i) above, all of Executive's
            rights and all of the Company's obligations hereunder shall
            forthwith terminate except as expressly provided in this Agreement.

      7.    CERTAIN CONSEQUENCES OF TERMINATION. If Executive terminates this
            Agreement for "good reason" pursuant to SECTION 6 hereof, or if the
            Company terminates Executive's employment under this Agreement for
            any reason other than any that is set forth in SECTION 1 OR 5(i),
            Executive shall receive cash payments equal to six months (6) the
            Executive's Base Compensation for the year of termination. Such cash
            shall be payable to Executive in accordance with the Company's
            normal payroll practices that would otherwise have applied to
            payment of his Base Salary.

      8.    REMEDIES. The Company recognizes that because of Executive's special
            talents and stature, in the event of termination by the Company
            hereunder (except under SECTION 1 OR 5(i)), or in the event of
            termination by Executive for "good reason" under SECTION 6, before
            the end of the agreed term, the Company acknowledges and agrees that
            the provisions of this Agreement regarding further payments of Base
            Salary constitute fair and reasonable provisions for the
            consequences of such termination, do not constitute a penalty, and
            such payments and benefits shall not be limited to or reduced by
            amounts Executive might earn or be able to earn from any other
            employment or ventures during the remainder of the agreed term of
            this Agreement.

      9.    COVENANT NOT TO COMPETE; DISCLOSURE OF INFORMATION.

                  (i)   Executive agrees that all information concerning Company
                        and its business, customers and suppliers, that is not
                        generally known to the public by means other than
                        disclosure by or on behalf of Executive, is confidential
                        (collectively, "CONFIDENTIAL INFORMATION") and shall be
                        kept confidential by Executive. Executive agrees not to
                        use or disclose any Confidential Information to any
                        person, under any circumstances, at any time, except
                        solely to the extent required to perform his duties to
                        the Company under this Agreement. If Executive is
                        legally required to disclose any Confidential
                        Information pursuant to a subpoena or court order, he
                        may make such disclosure, upon giving at least ten (10)
                        days' prior written notice to Company (or upon such
                        shorter notice as is available to Executive if the
                        subpoena is returnable within less than ten (10) days).

                  (ii)  During the term of Executive's employment with Company
                        and for a period of two (2) years after his employment
                        terminates ("Noncompete Period"):

                              (A) Executive shall not directly or indirectly
                                  compete, or assist another person in
                                  competing, against Company anywhere in the
                                  world; and for

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                                  these purposes, to "compete" shall mean to
                                  provide the same or similar products or
                                  services as those provided, marketed, or
                                  actively being developed, by Company at any
                                  time during the Noncompete Period;

                              (B) Except on behalf of and for the benefit of the
                                  Company in the performance of his duties
                                  hereunder, Executive shall not directly or
                                  indirectly recruit, solicit or influence any
                                  employee of the Company to discontinue his or
                                  her employment relationship with the Company,
                                  or employ or seek to employ, or cause or
                                  encourage any other person to employ or seek
                                  to employ, any person who is then, or was at
                                  any time within the then preceding two (2)
                                  years, employed by the Company;

                              (C) Executive shall not directly or indirectly
                                  compete with the Company by soliciting,
                                  inducing or influencing any of the Company's
                                  suppliers or customers, or former suppliers or
                                  customers, to discontinue or reduce the extent
                                  of their relationship with the Company; and

                              (D) Executive shall not interfere with, or disrupt
                                  or attempt to disrupt, any business
                                  relationship, whether established by formal
                                  contract or otherwise, between the Company and
                                  any supplier, customer, employee or agent of
                                  the Company.

                  (iii) The parties hereto acknowledge that the worldwide scope
                        of this Noncompete is reasonable because the Company
                        conducts business worldwide.

                  (iv)  The covenants in this SECTION 9 shall survive the
                        termination of this Agreement.

                  (v)   If Executive shall breach or threaten to breach any of
                        the provisions of this SECTION 9, Executive agrees that,
                        in addition to remedies at law available to Company,
                        Company shall be entitled to obtain, and Executive
                        agrees not to oppose on any basis, equitable relief in
                        the form of specific performance, temporary or permanent
                        injunction or any other equitable remedy available to
                        Company.

      10.   NOTICES AND DEMANDS. Any notice or demand which, by any provision of
            this Agreement or any agreement, document or instrument executed
            pursuant hereto, except as otherwise provided therein, is required
            or provided to be given shall be deemed to have been sufficiently
            given or served for all purposes if hand delivered or sent by
            certified or registered mail, postage and charges prepaid, to the
            following addresses: if to the Company, Attention: President & CEO,
            3515 S.E. Lionel Terrace, Stuart, Florida 34996, or at any other
            address designated by the Company to Executive in writing; and if to
            Executive, at his last known address provided by him in writing to
            Company.

      11.   SEVERABILITY. In case any covenant, condition, term or provision
            contained in this Agreement shall be held to be invalid, illegal or
            unenforceable in any respect, in whole or in

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            part, by judgment, order or decree of any court or other judicial
            tribunal of competent jurisdiction, from which judgment, order or
            decree no further appeal or petition for review is available, the
            validity of the remaining covenants, conditions, terms and
            provisions contained in this Agreement, and the validity of the
            remaining part of any term or provision held to be partially
            invalid, illegal or unenforceable, shall in no way be affected,
            prejudiced or disturbed thereby. In furtherance of this provision,
            the parties intend that the two year non compete provision may be
            shortened by a Court to a time period which the Court concludes is
            enforceable.

      12.   WAIVER OR MODIFICATION. No waiver or modification of this Agreement
            or of any covenant, condition or limitation herein contained shall
            be valid unless in writing and duly executed by the party to be
            charged therewith. Furthermore, no evidence of any waiver or
            modification shall be offered or received in evidence in any
            proceeding, arbitration or litigation between the parties arising
            out of or affecting this Agreement, or the rights or obligations of
            any party hereunder, unless such waiver or modification is in
            writing and duly executed as aforesaid. The provisions of this
            Section may not be waived except as herein set forth.

      13.   COMPLETE AGREEMENT. This Agreement constitutes the entire agreement
            of the parties hereto with respect to the subject matter of this
            Agreement and supersedes any and all previous agreements between the
            parties, whether written or oral, with respect to such subject
            matter.

      14.   APPLICABLE LAW, BINDING EFFECT AND VENUE. This Agreement shall be
            construed and regulated under and by the laws of the State of
            Florida, and shall inure to the benefit of and be binding upon the
            parties hereto and their heirs, personal representatives, successors
            and assigns. Venue for any action related to or arising out of this
            Agreement shall lie in Martin County, Florida.

      15.   PRIOR AGREEMENT. This Amended Employment Agreement supercedes and
            replaces the prior Employment Agreement of even date which had
            certain scrivener's errors.

IN WITNESS WHEREOF, the undersigned have executed this Employment Agreement as
of the date first written above with the intent to be legally bound.

MICHAEL R. DONN                    ECOSPHERE TECHNOLOGIES, INC.

_______________________________    BY:  _______________________________________
                                   J.C. "Jim" Rushing III, Authorized Signatory

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