X0303 4 2010-12-23 0 0001071760 ECOSPHERE TECHNOLOGIES INC ESPH 0001158310 MCGUIRE JACQUELINE K 3515 SE LIONEL TERRACE STUART FL 34997 1 1 Senior VP of Admin and Sec. Stock Options (Right to Buy) 0.48 2010-12-23 4 A 0 150000 A 2015-12-23 Common Stock 150000 150000 D Stock Options (Right to Buy) 0.48 2010-12-23 4 A 0 150000 A 2015-12-23 Common Stock 150000 150000 D The options were fully vested as of the grant date. Not applicable. These options were granted in anticipation of entering into a new employment agreement, the terms of which are subject to further approval of the board of directors. Of the options: (i) 75,000 will vest on June 30, 2011; and (ii) 75,000 will vest on December 31, 2011, subject to the Reporting Person's execution of a new employment agreement and continued service as an employee on each applicable vesting date. /s/ Jacqueline McGuire 2010-12-28