REGISTRATION RIGHTS AGREEMENT
                                               -----------------------------


     AGREEMENT  dated as of the 13 day of  September,  2004  between  the person
whose name appears below (the "Investor"), and Environmental Solutions Worldwide
Inc., a Florida  corporation  having its principal  executive office at 132 Penn
Avenue, Telford, PA 18969 (the "Company").

     WHEREAS,  the Company has issued and sold  certain (I)  Debentures  and (2)
Warrants  convertible  or  exercisable,  as the case may be,  in each  case into
shares of Common  Stock of the Company,  par value $0.001 (the "Common  Stock"),
pursuant to a Securities Subscription Agreement,  dated as of September 13, 2004
(the "Subscription Agreement"), between the Investor and the Company.

     WHEREAS,  the Company  desires to grant to the  Investor  the  registration
rights set forth herein with respect to the shares of Common Stock issuable upon
conversion  of the  Debentures  and the  shares of Common  Stock  issuable  upon
exercise of the Warrants:

     NOW, THEREFORE, the parties hereto mutually agree as follows:

          I.   Registrable   Securities.   As  used   herein   the   term
               "Registrable Security" means any shares of Common Stock U) issued
               or issuable in  connection  with the exercise or  conversion,  as
               applicable,  of any Warrants or Debentures issued to the Investor
               and (ii)  issued  or  issuable  with  respect  to the  securities
               referred  to in clause  (ii) above by virtue of any stock  split,
               combination,  stock  dividend,  merger,  consolidation  or  other
               similar  event;  provided,  however,  that  with  respect  to any
               particular Registrable Security,  such security shall cease to be
               a Registrable Security when as of the date of determination,  (i)
               it has been  effectively  registered  under the Securities Act of
               1933, as amended (the "Securities Act"), and disposed of pursuant
               thereto,  or (ii)  registration  under the  Securities  Act is no
               longer   required  by  the  Investor  for  the   distribution  or
               disposition  of all of the  Registrable  Securities  beneficially
               owned by such Investor.  The term "Registrable  Securities" means
               any and/or all of the  securities  falling  within the  foregoing
               definition of a "Registrable Security."

          2.   Registration.  The Company  agrees to use its best efforts
               to file a  registration  statement (a  "Registration  Statement")
               with the Securities and Exchange  Commission  (the  "Commission')
               within  120  days  of  the  closing  date  of  the   transactions
               contemplated by the  Subscription  Agreement in order to register
               the resale of the  Registrable  Securities  under the  Securities
               Act. Once effective, the Company will be required to maintain the
               effectiveness of the Registration  Statement until the earlier of
               (i) the date  that all of the  Registrable  Securities  have been
               sold,  or (ii) the date that the  Company  receives an opinion of
               counsel to the Investor  that all of the  Registrable  Securities
               may be freely distributed,  sold or otherwise disposed of without
               registration under the Securities Act pursuant to Rule 144(k) (or
               any  similar  provision  then in  force)  promulgated  under  the
               Securities Act.

          3.   Covenants of the Company With Respect to Registration. The
               Company covenants and agrees as follows:

               (a)  In connection with any  registration  filed pursuant hereto,
                    the  Company  shall  use  its  best  efforts  to  cause  the
                    Registration  Statement  to become  effective as promptly as
                    possible.  Following  the effective  date of a  Registration
                    Statement,  the  Company  shall,  upon  the  request  of the
                    Investor,  forthwith supply such reasonable number of copies
                    of   the   Registration   Statement   (including,    without
                    limitation, the exhibits and schedules thereto), preliminary
                    prospectus and prospectus  meeting the  requirements  of the
                    Securities Act (including,  without limitation,  any and all
                    amendments  or  supplements  thereto),  and other  documents
                    necessary  or  incidental  to  the  public  offering  of the
                    Registrable Securities,  as shall be reasonably requested by
                    the Investor to permit the Investor to sell,  distribute  or
                    otherwise dispose of the Investor's Registrable  Securities.
                    The obligations of the Company hereunder with respect to the
                    Investor's  beneficially  owned  Registrable  Securities are
                    subject to the  Investor's  furnishing  to the Company  such
                    appropriate   information   concerning  the  Investor,   the
                    Investor's  Registrable  Securities  and  the  terms  of the
                    Investor's  offering of such  Registrable  Securities as the
                    Company may reasonably request in writing.

               (b)  The Company  shall  provide the  Investor,  any  underwriter
                    participating in any disposition  pursuant to a Registration
                    Statement,  and any  attorney,  accountant  or  other  agent
                    retained  by  the   Investor  or   underwriter   (each,   an
                    "Inspector"  and,  collectively,   the  "Inspectors"),   the
                    opportunity to review and comment  (including  reviewing and
                    commenting  on relevant  documents  and  agreements)  in the
                    preparation of such Registration Statement,  each prospectus
                    included  therein  or  tiled  with the  Commission  and each
                    amendment or supplement thereto.

               (c)  For  a  reasonable   period  prior  to  the  filing  of  any
                    Registration  Statement  pursuant  to  this  Agreement,  the
                    Company shall make available for inspection at the Company's
                    offices and copying by the  Inspectors  such  financial  and
                    other information and books and records, pertinent corporate
                    documents and properties of the Company and its subsidiaries
                    and cause the officers,  directors,  employees,  counsel and
                    independent  certified public accountants of the Company and
                    its  subsidiaries to respond to such inquiries and to supply
                    all information  reasonably  requested by any such Inspector
                    in connection with such Registration  Statement, as shall be
                    reasonably  necessary,  in the  judgment  of the  respective
                    counsel,  to conduct a reasonable  investigation  within the
                    meaning of the Securities Act.

               (d)  The Company shall  promptly  notify in writing the Investor,
                    the  sales or  placement  agent,  if any,  therefor  and the
                    managing  underwriter of the securities being sold: (i) when
                    such  Registration  Statement  or  the  prospectus  included
                    therein  or  any  prospectus   amendment  or  supplement  or
                    post-effective  amendment has been filed,  and, with respect
                    to any such  Registration  Statement  or any  post-effective
                    amendment, when the same has become effective: (ii) when the
                    Commission  notifies  the  Company  whether  there will be a
                    "review's  of  such  Registration  Statement:  (iii)  of any
                    comments (oral or written) by the Commission and by the blue
                    sky or  securities  commissioner  or  regulator of any state
                    with  respect   thereto  or  (iv)  of  any  request  by  the
                    Commission   for  any  amendments  or  supplements  to  such
                    Registration  Statement or the  prospectus or for additional
                    information.

               (e)  The Company shall  promptly  notify in writing the Investor,
                    the  sales or  placement  agent,  if any,  therefor  and the
                    managing  underwriter of the securities  being sold pursuant
                    to any Registration  Statement at any time when a prospectus
                    relating  thereto  is  required  to be  delivered  under the
                    Securities Act upon discovery that, or upon the happening of
                    any event as a result of which,  any prospectus  included in
                    such  Registration  Statement  (or  amendment or  supplement
                    thereto)  contains an untrue statement of a material fact or
                    omits to state  any  material  fact  required  to be  stated
                    therein or  necessary  to make the  statements  therein  not
                    misleading  in light of the  circumstances  under which they
                    were  made,  and  the  Company  shall  promptly   prepare  a
                    supplement or amendment to such  prospectus and file it with
                    the Commission  promptly  following notice of the occurrence
                    of such event to the Investor,  the sales or placement agent
                    and the managing  underwriter so that after delivery of such
                    prospectus, as so amended or supplemented, to the purchasers
                    of  such  Registrable  Securities,  such  prospectus,  as so
                    amended  or  supplemented,   shall  not  contain  an  untrue
                    statement  of a material  fact or omit to state any material
                    fact required to be stated  therein or necessary to make the
                    statements   therein   not   misleading   in  light  of  the
                    circumstances under which they were made.




               (f)  The Company shall  promptly  notify in writing the Investor,
                    the  sales or  placement  agent,  if any,  therefor  and the
                    managing  underwriter  of the  securities  being sold of the
                    issuance by the  Commission  of (i) any stop order issued or
                    threatened  to be  issued  by the  Commission  or  (ii)  any
                    notification   with  respect  to  the   suspension   of  the
                    qualification or exemption from  qualification of any of the
                    Registrable  Securities for sale in any  jurisdiction or the
                    initiation or threatening of any proceeding for such purpose
                    and the Company  agrees to use its  commercially  reasonable
                    efforts to (x) prevent the  issuance of any such stop order,
                    and in the event of such issuance,  to obtain the withdrawal
                    of any such stop order and (v) obtain the  withdrawal of any
                    order  suspending  or  preventing  the  use of  any  related
                    prospectus   or   suspending   the   qualification   of  any
                    Registrable   Securities   included  in  such   Registration
                    Statement  for  sale  in any  jurisdiction  at the  earliest
                    practicable date.

               (g)  The Company shall prepare and file with the Commission  such
                    amendments,  including  post-effective  amendments  to  each
                    Registration  Statement  as may be  necessary  to keep  such
                    Registration   Statement   continuously  effective  for  the
                    applicable   time   period   required   hereunder   and,  if
                    applicable,  file any  Registration  Statements  pursuant to
                    Rule 462(b) (or any similar  provision  then in force) under
                    the  Securities  Act;  cause the  related  prospectus  to be
                    supplemented by any required prospectus  supplement,  and as
                    so  supplemented  to be filed  pursuant  to Rule 424 (or any
                    similar  provisions  then in  force)  promulgated  under the
                    Securities  Act:  and  comply  with  the  provisions  of the
                    Securities Act and the  Securities  Exchange Act of 1934; as
                    amended   (the   "Exchange   Act"),   with  respect  to  the
                    disposition of all securities  covered by such  Registration
                    Statement during such period in accordance with the intended
                    methods of disposition  by the sellers  thereof set forth in
                    such  Registration  Statement  as  so  amended  or  in  such
                    prospectus as so supplemented.  If the Investor so requests,
                    to request acceleration of effectiveness of the Registration
                    Statement  from  the   Commission  and  any   post-effective
                    amendments  thereto, if any are filed. If the Company wishes
                    to  further  amend  the  Registration   Statement  prior  to
                    requesting  acceleration,  it shall have five (5) days to so
                    amend prior to requesting acceleration.

               (h)  The  Company  shall  pay all  costs,  fees and  expenses  in
                    connection with all  Registration  Statements filed pursuant
                    to  Section  2 hereof  including,  without  limitation,  the
                    Company's legal and accounting fees, printing expenses,  and
                    blue sky  fees and  expenses;  provided,  however,  that the
                    Investor  shall be  solely  responsible  for the fees of any
                    counsel  retained by the  Investor in  connection  with such
                    registration   and  any  transfer   taxes  or   underwriting
                    discounts, commissions or fees applicable to the Registrable
                    Securities sold by the Investor pursuant thereto.

               (i)  The  Company  will take all  necessary  action  which may be
                    required  in  qualifying  or  registering   the  Registrable
                    Securities included in a Registration Statement for offering
                    and  sale  under  the  securities  or blue  sky laws of such
                    states as are reasonably  requested by the Investors of such
                    securities:   provided,   that  the  Company  shall  not  be
                    obligated to execute or file any general  consent to service
                    of  process or to  qualify  as a foreign  corporation  to do
                    business under the laws of any such jurisdiction.

               (j)  The Company shall  cooperate with the Investor to facilitate
                    the  timely   preparation   and  delivery  of   certificates
                    representing  the  securities  to be  sold  pursuant  to the
                    Registration  Statement free of any restrictive  legends and
                    in such  denominations  and  registered in such names as the
                    Investor  may request a  reasonable  period of time prior to
                    sales  of  the  securities  pursuant  to  such  Registration
                    Statement.

               (k)  The Company agrees  generally to cooperate with Investors in
                    effecting  compliant  resale of the Registrable  Securities,
                    including  comfort and other customary broker agreements and
                    documentations and certificates

     4.   Additional Terms.

               (a)  To the extent  permitted by law, the Company will  indemnify
                    and hold  harmless the  Investor,  its agents,  trustees and
                    beneficiaries,   partners   or   officers,   directors   and
                    shareholders of the Investor,  legal counsel and accountants
                    for the Investor,  and each person who controls the Investor
                    within the  meaning of the  Securities  Act or the  Exchange
                    Act,  against any  losses,  claims,  damages or  liabilities
                    (joint or  several) to which they may become  subject  under
                    the Securities Act, the Exchange Act or any state securities
                    laws,   insofar  as  such  losses,   claims,   damages,   or
                    liabilities (or actions in respect  thereof) arise out of or
                    are based upon any of the following statements, omissions or
                    violations  (collectively  a  "Violation"):  (i) any  untrue
                    statement or alleged  untrue  statement  of a material  fact
                    contained  in such  Registration  Statement,  including  any
                    preliminary prospectus or final prospectus contained therein
                    or any amendments or supplements thereto:  (ii) the omission
                    or  alleged  omission  to  state  therein  a  material  fact
                    required  to be stated  therein,  or  necessary  to make the
                    statements therein not misleading, or (iii) any Violation or
                    alleged  Violation by the Company of the Securities Act, the
                    Exchange  Act,  any  state  securities  laws or any  rule or
                    regulation   promulgated   under  the  Securities  Act,  the
                    Exchange Act or any state  securities  laws: and the Company
                    will  reimburse  the  indemnified  party under this  Section
                    4(a), for any reasonable legal or other expenses  reasonably
                    incurred by it in connection with investigating or defending
                    any such loss, claim, damage, liability or action; provided,
                    however,  that the  indemnity  described  herein shall - not
                    apply any loss,  claim,  damage,  liability or action to the
                    extent  that it arises out of or is based  upon a  Violation
                    that occurs in reliance upon and in conformity  with written
                    information  furnished  expressly for use in connection with
                    such   registration  by  the  Investor;   provided  further,
                    however, that the foregoing indemnity agreement with respect
                    to any preliminary prospectus shall not inure to the benefit
                    of the  Investor,  from whom the person  asserting  any such
                    losses,  claims,  damages or liabilities purchased shares in
                    the offering,  if a copy of the  prospectus (as then amended
                    or  supplemented  if the Company  shall have  furnished  any
                    amendments or supplements  thereto) was not sent or given by
                    or on behalf of such Investor to such person, if required by
                    law so to have been  delivered,  at or prior to the  written
                    confirmation  of the sale of the shares to such person,  and
                    if the prospectus (as so amended or supplemented) would have
                    cured  the  defect  rise  to such  loss,  claim,  damage  or
                    liability.

               (b)  To the extent permitted by law, the Investor will severally,
                    and not jointly,  indemnify  and hold  harmless the Company,
                    each of its  directors,  each of its officers who has signed
                    the  registration  statement,   each  person,  if  any,  who
                    controls  the Company  within the meaning of the  Securities
                    Act or the  Exchange Act and legal  counsel and  accountants
                    for the  Company,  against  any losses,  claims,  damages or
                    liabilities to which any of the foregoing persons may become
                    subject,  under the Securities  Act, the Exchange Act or any
                    state  securities  laws,  insofar  as such  losses,  claims,
                    damages or liabilities (or actions in respect thereto) arise
                    out of or are based upon any Violation,  in each case to the
                    extent (and only to the extent) that such  Violation  occurs
                    in reliance upon and in conformity with written  information
                    specifically  furnished by the Investor expressly for use in
                    connection with such  registration  which consists solely of
                    the information  specified in Section 4(d): and the Investor
                    will  reimburse  any  person   intended  to  be  indemnified
                    pursuant to the  foregoing,  for any legal or other expenses
                    reasonably  incurred  by  such  person  in  connection  with
                    investigating  or defending  any such loss,  claim,  damage,
                    liability or action:  provided,  however, that the indemnity
                    obligation of the Investor  hereunder shall not in any event
                    exceed the net proceeds  received by the  Investor  from the
                    offering giving rise to such liability.

               (c)  Promptly after receipt by an indemnified  party of notice of
                    the  commencement of any action  (including any governmental
                    action),  such indemnified party will, if a claim in respect
                    thereof is to be made against any  indemnifying  parry shall
                    deliver to the  indemnifying  party a written  notice of the
                    commencement  thereof and the indemnifying  party shall have
                    the  right  to  participate  in,  and,  to  the  extent  the
                    indemnifying  party  so  desires,  jointly  with  any  other
                    indemnifying parry similarly noticed,  to assume the defense
                    thereof with counsel reasonably  satisfactory to each party:
                    provided,  however, that an indemnified party (together with
                    all  other  indemnified  parties  that  may  be  represented
                    without  conflict  by one  counsel)  shall have the right to
                    retain one separate  counsel,  with the reasonable  fees and
                    expenses  to  be  paid  by  the   indemnifying   party,   if
                    representation  of such  indemnified  parry  by the  counsel
                    retained by the  indemnifying  party would be  inappropriate
                    due to actual or potential  differing interests between such
                    indemnified  parry and any other parry  represented  by such
                    counsel in such  proceeding.  The failure to deliver written
                    notice to the indemnifying party within a reasonable time of
                    the   commencement   of  any  such  action,   if  materially
                    prejudicial  to its  ability to defend  such  action,  shall
                    relieve  such  indemnifying  parry' of any  liability to the
                    indemnified  party,  but the omission so to deliver  written
                    notice to the indemnifying  party will not relieve it of any
                    liability  that  it  may  have  to  any  indemnified   party
                    otherwise than under this paragraph.  . After notice from an
                    indemnifying party to such indemnified parry of its election
                    to assume the defense thereof,  the indemnifying  party will
                    not be  liable to such  indemnified  parry  pursuant  to the
                    provisions of this  paragraph for any legal or other expense
                    subsequently   incurred   by  such   indemnified   party  in
                    connection  with the defense  thereof other than  reasonable
                    costs of  investigation,  unless (i) the  indemnified  party
                    shall have  employed  counsel in  accordance  with the first
                    sentence of this paragraph or (ii) the  indemnifying  party'
                    has authorized the employment of counsel for the indemnified
                    parry'  at  the  expense  of  the  indemnifying   party.  No
                    indemnifying party shall be liable for any settlement of any
                    action,  claim or  proceeding  effected  without  its  prior
                    written consent;  provided,  however,  that the indemnifying
                    party shall not  unreasonably  withhold,  delay or condition
                    its consent. No indemnifying party shall,  without the prior
                    written consent of the indemnified  party,  consent to entry
                    of any  judgment  or  enter  into  any  settlement  or other
                    compromise which does not include as an  unconditional  term
                    thereof  the giving by the  claimant  or  plaintiff  to such
                    indemnified  party  of a  release  from  all  liability'  in
                    respect   to   such   claim   or    litigation.    Following
                    indemnification as provided for hereunder,  the indemnifying
                    party shall be subrogated  to all rights of the  indemnified
                    party  with   respect  to  all  third   parties,   firms  or
                    corporations    relating    to   the    matter   for   which
                    indemnification has been made.

               (d)  The Investor confirms,  and the Company  acknowledges,  that
                    the  information  to  appear  in the  table  in the  section
                    entitled    "Principal   and   Selling    Shareholders"   or
                    equivalently  named  section in the  Registration  Statement
                    under  the  headings  "Name of  Beneficial  Owner."  "Shares
                    Beneficially  Owned Prior to  Offering--  Number of Shares."
                    "Maximum  Number of Shares  Offered  in this  Offering,"  or
                    equivalently  named headings in the  Registration  Statement
                    and in the footnote related to such  information  pertaining
                    to the Investor  constitute the only information  concerning
                    the  Investor  that  will be  furnished  in  writing  to the
                    Company by or on behalf of the Investor for inclusion in the
                    Registration Statement.

               (e)  If the indemnification provided for above is held by a court
                    of  competent   jurisdiction   to  be   unavailable   to  an
                    indemnified  party  with  respect  to any  loss,  liability,
                    claim,  damage  or  expense  referred  to  herein,  then the
                    indemnifying party, in lieu of indemnifying such indemnified
                    party  hereunder,  shall  contribute  to the amount  paid or
                    payable by such indemnified  party as a result of such loss,
                    liability, claim, damage or expense in such proportion as is
                    appropriate   to   reflect   the   relative   fault  of  the
                    indemnifying  party on the one  hand and of the  indemnified
                    party on the  other in  connection  with the  statements  or
                    omissions  that  resulted  in such loss,  liability,  claim,
                    damage or expense,  as well as any other relevant  equitable
                    considerations. The relative fault of the indemnifying party
                    and  of  the  indemnified   parry  shall  be  determined  by
                    reference  to,  among  other  things,  whether the untrue or
                    alleged untrue  statement of a material fact or the omission
                    to state a material fact relates to information  supplied by
                    the indemnifying  party or by the indemnified  party and the
                    parties' relative intent, knowledge,  access to information,
                    and  opportunity  to correct or prevent  such  statement  or
                    omission. No person guilty of fraudulent  misrepresentations
                    (within the meaning of Section 11(f) of the Securities  Act)
                    shall be  entitled to  contribution  from any person who was
                    not   guilty   of   such    fraudulent    misrepresentation.
                    Notwithstanding  any other  provision of this  Section,  the
                    Investor  shall not be required to contribute  any amount in
                    excess of the amount by which the net  proceeds  received by
                    such  Investor  from the sale of the  shares  of the  Common
                    Stock issued upon conversion of the Debenture or sale of the
                    shares of Common Stock issued upon exercise of the Warrants,
                    in each case pursuant to a  Registration  Statement  exceeds
                    the amount of damages which the Investor has otherwise  been
                    required to pay be reason of such  untrue or alleged  untrue
                    statement  or  alleged  omission.   The  obligation  of  the
                    Investor  obliged  to  make  contribution  pursuant  to this
                    Section shall be several and not joint.

               (f)  Neither  the  filing  of a  Registration  Statement  by  the
                    Company  pursuant  to this  Agreement  nor the making of any
                    request for  prospectuses  by the Investor shall impose upon
                    the  investor  any   obligation   to  sell  the   investor's
                    beneficially owned Registrable Securities.

               (g)  The  Investor,  upon receipt of notice from the Company that
                    an  event  has  occurred  which  requires  a  Post-Effective
                    Amendment to the  Registration  Statement or a supplement to
                    the prospectus included therein,  shall promptly discontinue
                    the  sale  of  Registrable  Securities  until  the  Investor
                    receives a copy of a supplemented or amended prospectus from
                    the  Company,  which the  Company  shall  provide as soon as
                    practicable after such notice.

               (h)  If the  Company  fails  to keep the  Registration  Statement
                    referred  to  above   continuously   effective   during  the
                    requisite period, then the Company shall,  promptly upon the
                    request of the Investor,  use its best efforts to update the
                    Registration  Statement or file a new registration statement
                    covering  the  Registrable   Securities   remaining  unsold,
                    subject to the terms and provisions hereof.

               (i)  The  Investor   agrees  to  provide  the  Company  With  any
                    information  or  undertakings  reasonably  requested  by the
                    Company in order for the Company to include any  appropriate
                    information   concerning  the  Issuer  in  the  Registration
                    Statement or in order to promote  compliance  by the Company
                    or the Issuers with the Securities Act.

               (j)  With a view to making available to the Investor the benefits
                    of Rule 144 and Rule 144A  promulgated  under the Securities
                    Act and other rules and  regulations of the Commission  that
                    may at any time permit the  Investor to sell  securities  of
                    the Company to the public without registration,  the Company
                    covenants that it shall use commercially  reasonable efforts
                    to (i)  file  in a  timely  manner  all  reports  and  other
                    documents  required  to be filed by it under the  Securities
                    Act and the  Exchange  Act and  the  rules  and  regulations
                    adopted  by the  Commission  thereunder  and (ii)  take such
                    further  action  as  the  Investor  may  reasonably  request
                    (including  providing  any  information  necessary to comply
                    with Rule 144 and Rule 144A,  if  available  with respect to
                    resales of the Registrable  Securities  under the Securities
                    Act), at all times,  all to the extent required from time to
                    time to enable the Investor to sell  Registrable  Securities
                    without  registration  under the  Securities  Act within the
                    limitation  of the  exemptions  provided by (x) Rule 144 and
                    Rule 144A (if  available  with  respect  to  resales  of the
                    Registrable  Securities)  under the Securities  Act, as such
                    rules may be  amended  from  time to time,  or (y) any other
                    rules or  regulations  now existing or hereafter  adopted by
                    the Commission

     5.   Governing Law. This Agreement shall be deemed to have been made
          and  delivered  in the State of New York and shall be  governed  as to
          validity,  interpretation,  construction,  effect  and  in  all  other
          respects by the  internal  substantive  laws of the State of New York,
          without giving effect to the choice of law rules thereof.

     6.   Amendment.  This Agreement may only be amended by a written instrument
          executed by the Company and the Investor.

     7.   Entire Agreement.  This Agreement  constitutes the entire agreement of
          the parties  hereto with  respect to the subject  matter  hereof,  and
          supersedes  all prior  agreements and  understandings  of the parties,
          oral and written, with respect to the subject matter hereof.

     8.   Execution in  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 document.

     9.   Notices.    All   notices,    requests,   demands   and   other
          communications  hereunder shall be in writing and shall be deemed duly
          given when  delivered  by hand or mailed by,  registered  or certified
          mail, postage prepaid,  return receipt requested,  as set forth in the
          Securities Purchase Agreement.

     10.   Binding Effect: Benefits.  The Investor may assign his, her or
          its rights hereunder as set forth in the Warrant. This Agreement shall
          inure to the  benefit of, and be binding  upon the parties  hereto and
          their respective heirs, legal representatives and successors.  Nothing
          herein contained,  express or implied,  is intended to confer upon any
          person other than the parties hereto and their respective heirs, legal
          representatives  and  successors,  any rights or remedies  under or by
          reason of this Agreement.

     11.  Transfer  of  Registration  Rights.  The rights of the Investor
          under this Agreement may be transferred or assigned in connection with
          a transfer of  Registrable  Securities to any  transferee or assignee.
          Notwithstanding the foregoing,  such rights may only be transferred or
          assigned if all of the following additional  conditions are satisfied:
          (a) such  transfer  or  assignment  is  effected  in  accordance  with
          applicable  securities laws: (b) such transferee or assignee agrees in
          writing to become subject to the terms of this Agreement;  and (c) the
          Company is given  written  notice by the Investor of such  transfer or
          assignment, stating the name and address of the transferee or assignee
          and identifying the Registrable  Securities with respect to which such
          rights are being transferred or assigned.

     12.  Headings.  The  headings  contained  herein  are for  the  sole
          purpose of convenience of reference, and shall not in any way limit or
          affect the meaning or interpretation of any of the terms or provisions
          of this Agreement.

     13.  Severability.  Any provision of this Agreement which is held by
          a court of competent jurisdiction to be prohibited or unenforceable in
          any jurisdiction(s)  shall be, as to such jurisdiction(s , ineffective
          to  the  extent  of  such  prohibition  or  unenforceability   without
          invalidating  the remaining  provisions of this Agreement or affecting
          the  validity  or  enforceability  of  such  provision  in  any  other
          jurisdiction.

     IN WITNESS  WHEREOF,  this Agreement has been executed and delivered by the
parties hereto as of the date first above written.

                                Environmental Solutions Worldwide Inc.


                                By:
                                   --------------------------------------------
                                Name:
                                     -------------------------------------------
                                Its:
                                    --------------------------------------------



                                INVESTOR:

                                By:
                                   --------------------------------------------
                                    Name:
                                    Title:





A-1
629835
                                                                                          Annex A

                                        Plan of Distribution

     The Selling  Stockholders and any of their pledgees,  donees,  transferees,
assignees and successors-in-interest  may, from time to time, sell any or all of
their shares of Common Stock on any stock exchange,  market or trading  facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The Selling  Stockholders may use any one or more of
the following methods when selling shares:

          o    ordinary  brokerage  transactions  and  transactions in which the
               broker-dealer solicits Investors;

          o    block trades in which the broker-dealer  will attempt to sell the
               shares  as agent but may  position  and  resell a portion  of the
               block as principal to facilitate the transaction;

          o    purchases  by a  broker-dealer  as  principal  and  resale by the
               broker-dealer for its account;

          o    an  exchange  distribution  in  accordance  with the rules of the
               applicable exchange:

          o    privately negotiated transactions;

          o    to cover short  sales made after the date that this  Registration
               Statement is declared effective by the Commission;

          o    broker-dealers may agree with the Selling  Stockholders to sell a
               specified number of such shares at a stipulated price per share;

          o    a combination of any such methods of sale; and

          o    any other method permitted pursuant to applicable law.

     The  Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

     Broker-dealers  engaged by the Selling  Stockholders  may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares  from  the  purchaser)  in  amounts  to be
negotiated.  The  Selling  Stockholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.

     The Selling  Stockholders  may from time to time pledge or grant a security
interest in some or all of the Shares  owned by them and, if they default in the
performance of their secured  obligations,  the pledgees or secured  parties may
offer and sell shares of Common  Stock from time to time under this  prospectus,
or  under  an  amendment  to this  prospectus  under  Rule  424(b)(3)  or  other
applicable  provision of the Securities Act of 1933 amending the list of selling
stockholders to include the pledgee,  transferee or other successors in interest
as selling stockholders under this prospectus.

     Upon the Company being  notified in writing by a Selling  Stockholder  that
any material arrangement has been entered into with a broker-dealer for the sale
of Common Stock through a block trade, special offering,  exchange  distribution
or secondary  distribution or a purchase by a broker or dealer,  a supplement to
this prospectus  will be filed,  if required,  pursuant to Rule 424(b) under the
Securities Act,  disclosing (i) the name of each such Selling Stockholder and of
the participating  broker-dealer(s),  (ii) the number of shares involved,  (iii)
the price at which such shares of Common Stock were sold,  (iv) the  commissions
paid  or  discounts  or  concessions  allowed  to such  broker-dealer(s),  where
applicable,  (v) that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this  prospectus,
and (vi) other facts material to the transaction.  In addition, upon the Company
being  notified  in  writing  by a  Selling  Stockholder  that a donee or pledge
intends  to sell more than 500  shares of Common  Stock,  a  supplement  to this
prospectus  will be  filed  if  then  required  in  accordance  with  applicable
securities law.

     The Selling  Stockholders  also may  transfer the shares of Common Stock in
other circumstances, in which case the transferees, pledgees or other successors
in  interest  will  be the  selling  beneficial  owners  for  purposes  of  this
prospectus.

     The Selling Stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be  "underwriters"  within the meaning of
the Securities Act in connection with such sales; In such event, any commissions
received  by such  broker-dealers  or agents and any profit on the resale of the
shares  purchased  by them  may be  deemed  to be  underwriting  commissions  or
discounts  under the Securities  Act.  Discounts,  concessions,  commissions and
similar  selling  expenses,  if  any,  that  can be  attributed  to the  sale of
Securities will be paid by the Selling  Stockholder and/or the purchasers.  Each
Selling  Stockholder  has  represented  and  warranted  to the  Company  that it
acquired the securities  subject to this registration  statement in the ordinary
course of such Selling  Stockholder's  business and, at the time of its purchase
of such securities such Selling Stockholder had no agreements or understandings,
directly or indirectly, with any person to distribute any such securities.

     If a Selling  Stockholder  uses this  prospectus For any sale of the Common
Stock,  it  will be  subject  to the  prospectus  delivery  requirements  of the
Securities Act. The Selling  Stockholders will be responsible to comply with the
applicable  provisions of the Securities Act and Exchange Act, and the rules and
regulations thereunder promulgated,  including,  without limitation,  Regulation
>1, as applicable  to such Selling  Stockholders  in connection  with resales of
their respective shares under this Registration Statement.

     The  Company  is  required  to pay all fees and  expenses  incident  to the
registration  of the shares,  but the Company will not receive any proceeds from
the sale of the Common Stock.  The Company has agreed to 'indemnify  the Selling
Stockholders against certain losses, claims, damages and liabilities,  including
liabilities  under the  Securities  Act.  If the Selling  Stockholders  use this
prospectus  for any  sale of the  Common  Stock,  they  will be  subject  to the
prospectus delivery requirements of the Securities Act.