EXHIBIT 10.4




NON-QUALIFIED STOCK OPTION AGREEMENT
 
 THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of December 22, 2009 (the “Grant Date”) between Ecosphere Technologies, Inc. (the “Company”) and [SEE SCHEDULE A] (the “Optionee”).
 
 WHEREAS, by action taken by the Board of Directors (the “Board”) it has adopted the 2006 Equity Incentive Plan (the “Plan”); and
 
  
 NOW THEREFORE, in consideration of the mutual covenants and promises hereafter set forth and for other good and valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:
 
 Grant of Non-Qualified Options [SEE SCHEDULE A]
 
 2.           Price.  The exercise price of the Options is $0.43 per share.
 
 3.           Vesting - When Exercisable.
 
 (a)           The Options shall vest on June 22, 2010, subject to continued employment with the Company on each applicable vesting date.  Any fractional vesting shall be rounded up to the extent necessary.
 
 (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”).
 
 (c)           However, notwithstanding any other provision of this Agreement at the option of the Board, all Options whether vested or unvested shall be immediately forfeited in the event of:
 
 (1)           Termination of the Optionee by the Company for cause, including, but not limited to, fraud, theft, employee dishonesty and violation of Company policy;
 
 (2)           The Optionee purchases or sells securities of the Company not in accordance with the Company’s inside information guidelines then in effect;
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 The Optionee competes with the Company;
 
 
 (5)           The Optionee is unavailable for consultation after termination of the Optionee if such availability is a condition of any Agreement between the Company and the Optionee;
 
 (6)           The Optionee recruits Company personnel for another entity;
 
 (7)           The Optionee fails to assign any invention or technology to the Company if such assignment is a condition of any agreement between the Company and the Optionee; or
 
 (8)           A finding by the Company that the Optionee has acted against the interests of the Company.
 
 4.           Termination of Relationship.
 
 (a)           If for any reason, except death or disability as provided below, the Optionee ceases to perform services for the Company, all rights granted hereunder shall terminate effective three months from that date.
 
 (b)           If the Optionee shall die while performing services for the Company, the Optionee’s estate or any Transferee, as defined herein, shall have the right within one year from the date of the Optionee’s death to exercise the Optionee’s vested Options subject to Section 3(c).  For the purpose of this Agreement, “Transferee” shall mean a person to whom such shares are transferred by will or by the laws of descent and distribution.
 
  
 (d)           Notwithstanding anything contained in this Section 4, the Options may not be exercised after the Expiration Date.
 Profits on the Sale of Certain Shares; Redemption
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 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
 
 8.           Anti-Dilution Provisions.  The Options granted hereunder shall have the anti-dilution rights set forth in the Plan.
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 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;
 
 (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.
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 Parties Bound by Plan
 
 15.           Severability.  In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.
 
 Arbitration
 
 17.           Benefit.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns.
 
 18.           Notices and Addresses.  All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or by facsimile delivery as follows:
  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
 
 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.
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 19.           Attorney’s Fees.  In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to a reasonable attorney’s fee, costs and expenses.
 
 Governing Law
 .
 21.           Oral Evidence.  This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof.  Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination is sought.
 
 22.           Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  The execution of this Agreement may be by actual or facsimile signature.
 
 Section or Paragraph Headings
 
 24.           Stop-Transfer Orders.
 
 (a)           The Optionee agrees that, in order to ensure compliance with the restrictions set forth in the Plan and this Agreement, the Company may issue appropriate “stop transfer” instructions to its duly authorized transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.
 
 (b)           The Company shall not be required (i) to transfer on its books any shares of the Company’s common stock that have been sold or otherwise transferred in violation of any of the provisions of the Plan or the Agreement or (ii) to treat the owner of such shares of common stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares of common stock shall have been so transferred.
 
 
 
 [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:OPTIONEE:
 
 
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 Schedule A  Dennis McGuire

1,500,000 optionsAdrian Goldfarb

250,000 optionsJacqueline McGuire

100,000 optionsMichael Donn, Sr.

250,000 options