EXHIBIT 10.13




RESTRICTED STOCK AGREEMENT
    1.           The Plan. This Award is made pursuant to the Plan, the terms of which are incorporated in this Agreement.  Capitalized terms used in this Agreement that are not defined in this Agreement have the meanings as used or defined in the Plan.
  2.            Award. The Recipient has been granted [See Schedule A] shares of restricted common stock (“Restricted Stock”) in connection with the Recipient providing service as a director, director advisor or board committee member. Of the Restricted Stock, [See Schedule A] shares were granted for service as a director and [See Schedule A] shares were granted for service on a board committee. All certificates issued shall contain an appropriate restrictive legend.  This Agreement replaces any and all restricted stock agreements between the parties, if any, with respect to this Award.
  3.            Vesting.
 
  
  
 (1)           Purchasing or selling securities of the Company not in accordance with the Company’s inside information guidelines then in effect;
 
 (2)           Breaching any duty of confidentiality including that required by the Company’s inside information guidelines then in effect;
 
 (3)           Competing with the Company; or
 
 (4)             Recruitment of Company personnel after ceasing to be a director, director advisor or committee member.
 
 4.           Anti-Dilution Provisions.  The Restricted Stock granted hereunder shall be subject to the Plan, including its anti-dilution provisions.
 
 Profits on the Sale of Certain Shares; Cancellation Restricted Stock granted under this Agreement.  The Company’s rights under this Section do not lapse one year from the Termination Date but are a contract right subject to any appropriate statutory limitation period.
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 Notices and Addresses   The Recipient:Facsimile: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
  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.
 
 Counterparts
 
 Attorney’s Fees
 
 9.           Severability.  If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement, and such term or condition except to such extent or in such application, shall not be affected hereby and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent and in the broadest application permitted by law.
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 10.           Entire Agreement.  This Agreement represents the entire agreement and understanding between the parties and supersedes all prior negotiations, understandings, representations (if any), and agreements made by and between the parties.  Each party specifically acknowledges, represents and warrants that they have not been induced to sign this Agreement
  11.            Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.
  12.            Headings.  The headings in this Agreement are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof.
   [Signature Page To Follow]
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   IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of the date aforesaid. WITNESSES:


ECOSPHERE TECHNOLOGIES, INC.By:Adrian Goldfarb
Chief Financial OfficerRECIPIENT
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 Schedule A
 
 Director Plan Automatic Annual Grants
 Director

Committee

TotalJoseph Allbaugh
51,020

20,408

71,428Gene Davis
51,020

20,408

71,428Steve Keating
51,020

30,612

81,632Tom Wolfe
51,020

20,408

71,428
 
 A-1