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EXHIBIT 10.2
FIRST AMENDMENT TO THE
$1,347,870.00 PROMISSORY NOTE MODIFICATION
AND EXTENSION AGREEMENT DATED FEBRUARY 13,
2006
This First Amendment to the $1,347,870.000
Promissory Note Modification and Extension Agreement dated
February 13, 2006 (the “Amendment”) is made and
entered into as of February 13, 2007, by and between Robert O.
Baratta (the “Lender”) and Ecosphere Technologies,
Inc. f/k/a UltraStrip Systems, Inc., a Florida corporation (the
“Borrower”).
RECITALS
WHEREAS, the Borrower executed and
delivered to the Lender that certain Promissory Note
Modification and Extension Agreement dated February 13, 2006,
effective as of August 1, 2005, in the principal amount of
$1,347,870.00 (the “Note”); and
WHEREAS, the Note matured on February 13,
2007, and Borrower is unable to satisfy the Note, and Borrower
desires to extend the maturity date of the Note; and
WHEREAS, on the date of maturity,
Borrower owed Lender the principal sum of $1,347,870.00 plus
accrued interest from November 13, 2006 through February 22,
2007 in the amount of $38,683.99; and
WHEREAS, sometime after February 13,
2006, UltraStrip Systems, Inc. changed its corporate name to
Ecosphere Technologies, Inc.; and
WHEREAS, the parties are desirous of
amending the Note to extend the maturity date under certain
terms and conditions;
NOW, THEREFORE, in consideration of the
premises and mutual covenants contained herein and the sum of
Ten Dollars ($10.00) and other good and valuable consideration
made by each of the parties to the other, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
mutually agree as follows:
AMENDED TERMS
1.
Each of the statements contained in the
foregoing recitals is true and correct and is incorporated
herein by reference.
2.
As a condition precedent to induce the Lender to
extend the maturity date of the Note, and contemporaneously with
the execution of this Amendment, Borrower agrees to pay to
Lender the following:
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(a)
$38,683.99 representing all accrued interest
from November 13, 2006 through February 22, 2007; and
(b)
an extension fee in the amount of $50,000.00;
and
(c)
a principal reduction in the amount of
$50,000.00; and
(d)
attorneys fees in the amount of $1,500.00, said
sum made payable to David A. Carter, P.A.
3.
Conditioned upon the payment of all amounts and
completion of all conditions precedent referenced in paragraph
no. 2 above, the Note is hereby amended to extend the maturity
date for one hundred and fifty (150) days from February 13,
2007, to July 13, 2007.
4.
The Note shall be amended in accordance with the
terms and conditions set forth in that certain Term Sheet dated
February 16, 2007, between Lender and Borrower, a copy of which
is attached hereto, and incorporated herein by reference.
5.
Except as herein amended, all the terms and
conditions of the Note are hereby ratified, affirmed and
approved in all respects and shall remain in full force and
effect.
6.
In the event that the terms and conditions of
this Amendment conflict with the terms and conditions of the
Note, then the terms and conditions contained in th
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