EXHIBIT 24

                                                            MICHAEL R. DONN, SR.
                                POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Adrian Goldfarb, Michael D. Harris and Daryl B. Cramer, signing
singly, the undersigned's true and lawful attorney-in-fact to:

         (1)      prepare and execute the attached Form ID Application
                  Acknowledgement;

         (2)      prepare and execute for and on behalf of the undersigned, in
                  the undersigned's capacity as an officer or director of
                  Ecosphere Technologies, Inc. (the "Company"), Forms 3, 4, and
                  5 in accordance with Section 16(a) of the Securities Exchange
                  Act of 1934 (the "Exchange Act") and the rules thereunder, and
                  any other forms or reports the undersigned may be required to
                  file in connection with the undersigned's ownership,
                  acquisition, or disposition of securities of the Company;

         (3)      prepare and execute Forms 144 required to be filed under the
                  Securities Act of 1933 (the "Securities Act");

         (4)      do and perform any and all acts for and on behalf of the
                  undersigned which may be necessary or desirable to complete
                  and execute any such Form 3, 4, or 5, or other form or report,
                  and timely file such form or report with the United States
                  stocktickerSEC and any stock exchange or similar authority;

         (5)      to sign for the officer or director as attorney-in-fact any
                  Registration Statement on Form S-1, S-3 and S-8 or other
                  Registration Statements to be filed with the SEC
                  under the Securities Act, and any amendment or amendments to
                  such Registration Statements; Provided, however, that the
                  Power of Attorney shall not be used for any Registration
                  Statement unless my signature is required and I am
                  unavailable; and

         (6)      take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required by, the undersigned, it being
                  understood that the documents executed by such
                  attorney-in-fact on behalf of the undersigned pursuant to this
                  Power of Attorney shall be in such form and shall contain such
                  terms and conditions as such attorney-in-fact may approve in
                  such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of February, 2010.


                                    /s/ Michael R. Donn, Sr.
                                    Signature


                                    Michael R. Donn, Sr.
                                    Print Name