Exhibit 10.14





NON-QUALIFIED STOCK OPTION AGREEMENT





[See Schedule A] See Schedule A




















Grant of Non-Qualified Options [See Schedule A] [See Schedule A] [See Schedule A]





2.           Price.  The exercise price of the Options is $[See Schedule A] per share.





3.           Vesting - When Exercisable.








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(b)           Subject to Sections 3(c) and 4 of this Agreement, Options may be exercised prior to vesting and remain exercisable until 6:00 p.m. New York time for five years from the Grant Date (the “Expiration Date”).



















The Optionee competes with the Company; or













4.           Termination of Relationship.























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Profits on the Sale of Certain Shares; Redemption the Termination Date shall be forfeited and forthwith paid by the Optionee to the Company.  Further, in such event, the Company may at its option redeem shares of common stock acquired upon exercise of the Options by payment of the exercise price to the Optionee.  The Company’s rights under this Section 5 do not lapse one year from the Termination Date but are a contract right subject to any appropriate statutory limitation period.





6.           Method of Exercise.  The Options shall be exercisable by a written notice which shall:





(a)           state the election to exercise the Options, the number of shares to be exercised, the person in whose name the stock certificate or certificates for such shares of common stock is to be registered, address and social security number of such person (or if more than one, the names, addresses and social security numbers of such persons);





(b)           if applicable, contain such representations and agreements as to the holder’s investment intent with respect to such shares of common stock as set forth in Section 11 hereof;





(c)           be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Options;





(d)           be accompanied by full payment of the exercise price in United States dollars in cash or by check.





(e)           be accompanied by payment of any amount that the Company, in its sole discretion, deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes.  If the Optionee fails to make such payment in a timely manner, the Company may: (i) decline to permit exercise of the Options or (ii) withhold and set-off against compensation and any other amounts payable to the Optionee the amount of such required payment. Such withholding may be in the shares underlying the Options at the sole discretion of the Company.





The certificate or certificates for shares of common stock as to which the Options shall be exercised shall be registered in the name of the person or persons exercising the Options.





Sale of Shares Acquired Upon Exercise of Options


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8.           Anti-Dilution Provisions.  The Options granted hereunder shall have the anti-dilution rights set forth in the Plan.





Necessity to Become Holder of Record





Reservation of Right to Terminate Relationship





Conditions to Exercise of Options










Transfer





13.           Duties of Company.  The Company will at all times during the term of Options:





(a)           Reserve and keep available for issue such number of shares of its authorized and unissued common stock as will be sufficient to satisfy the requirements of this Agreement;





(b)           Pay all original issue taxes with respect to the issue of shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith;


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(c)           Use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.





Parties Bound by Plan





Severability





Arbitration





Benefit





Notices and Addresses


The Optionee:The Company:

Ecosphere Technologies, Inc.3515 S.E. Lionel TerraceStuart, Florida 34997Attention: Chief Financial OfficerFacsimile: (772) 781-4778with a copy to:

Michael D. Harris, Esq.Harris Cramer LLP1555 Palm Beach Lakes Blvd., Suite 310West Palm Beach, FL 33401Facsimile:  (561) 659-0701





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or to such other address as either of them, by notice to the other may designate from time to time.  The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery.  Time shall be counted to, or from, as the case may be, the delivery in person or by mailing.





Attorney’s Fees





Governing Law





Oral Evidence










Section or Paragraph Headings





24.           Stop-Transfer Orders.


















[Signature Page To Follow]


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IN WITNESS WHEREOF the parties hereto have set their hand and seals the day and year first above written. WITNESSES:


ECOSPHERE TECHNOLOGIES, INC.By:Adrian Goldfarb
Chief Financial OfficerOPTIONEE:


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Schedule A














Name:Charles Vinick





Grant Date: December 22, 2009





Options: 174,419 (Appointment as chairman of Compensation Committee)





Exercise Price:$0.43