THIS ROYALTY AGREEMENT (Agreement) is made and entered as of the 1st day of January, 2013 (Effective Date) by and between Dennis McGuire, and having an address of 3231 SE St. Lucie Blvd., Stuart, FL 34997 ("Inventor") and Ecosphere Technologies, Inc., a Delaware corporation, and having an address of 3515 SE Lionel Terrace, Stuart, FL 34996 ("Company", which term shall include all Affiliates, as hereinafter defined). In many contracts involving the use of knowhow (and associated IP), 'technical assistance' may be encountered as a part of the contractual process, particularly in developing country contracts. The assistance comprises services which are not in the nature of IP but are needed by the licensee to accomplish its objectives. The cost of such services arises from delineating the skill-mix and 'man'-hours of effort involved (domestic and expatriate personnel) and providing for supervision overhead. The costs of different skills is in the public domain and can be readily estimated. The overhead percentage, however, is a negotiated element. Note that all of these ventures s could be in a third county. JVs and franchises are rarely found formed within a county. MPEG LA’s objective is to provide worldwide access to as much DisplayPort essential intellectual property as possible for the benefit of licensees. Any party that believes it has a patent which is essential to the DisplayPort standard is welcome to submit its patent(s) for an evaluation of essentiality by MPEG LA’s patent experts and inclusion in the License if determined to be essential.