ENVIRONMENTAL SOLUTIONS WORLDWIDE INC
WARRANT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>ex10-3.txt
<DESCRIPTION>WARRANT
<TEXT>

                                                                    Exhibit 10.3



                      COMMON STOCK WARRANT AND CERTIFICATE


NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF
COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. THE
TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.


                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
               Warrant for the Purchase of Shares of Common Stock
                           $0.001 par value per share

                   THIS WARRANT EXPIRES ON SEPTEMBER 13, 2007

2004 ESWW Warrant No.  [ ]                                      [ ]  Warrants

Date of Issuance:  September 13, 2004


THIS CERTIFIES that, for value received, [ ], with an address at [ ] ("[ ]" or
"HOLDER"), is entitled to subscribe for and purchase from Environmental
Solutions Worldwide, Inc. ("ESWW" or the "COMPANY"), a Florida corporation, upon
the terms and conditions set forth herein, at any time or from time to time
before 5:00 P.M. New York time on September 13, 2007, (the "EXERCISE PERIOD"), [
] shares of Common Stock (the "COMMON STOCK"), par value $0.001 per share, of
the Company at exercise price equal to $1.00 per share, subject to adjustment as
provided herein (the "EXERCISE PRICE"). As used herein the term "this Warrant"
shall mean and include this Warrant and any Warrant or Warrants hereafter issued
as a consequence of the exercise or transfer of this Warrant in whole or in
part.


                  The number of shares of Common Stock issuable upon exercise of
this Warrant (the "WARRANT Shares") and the Exercise Price may be adjusted from
time to time as hereinafter set forth. The term "ORIGINAL ISSUANCE DATE" means
September 13, 2004.

                  1. (a) This Warrant may be exercised during the Exercise
Period, as to the whole or any lesser number of Warrant Shares, by the surrender
of this Warrant (with the Form of Election to Exercise substantially in the form
attached hereto (the "ELECTION TO EXERCISE FORM") duly executed) to the Company
at 132 Penn Avenue, Telford, PA 18969 Attn: CEO, or at such other place as is


                                       1
<PAGE>


designated in writing by the Company. Subject to Section 1(b) hereof, such
executed election must be accompanied by payment in an amount equal to the
Exercise Price multiplied by the number of Warrant Shares for which this Warrant
is being exercised and an executed Election to Exercise Form. Such payment may
be made by certified or bank cashier's check payable to the order of the
Company, or as otherwise provided in Section 1(b) hereof.

         (b) Payment upon exercise of this Warrant may be made at the option of
the Holder either in (i) cash, wire transfer or by certified or official bank
check payable to the order of the Company equal to the applicable aggregate
Exercise Price, (ii) by delivery of Warrant Shares issuable upon exercise of the
Warrants in accordance with Section (c) below (a "CASHLESS EXERCISE") or (iii)
by a combination of any of the foregoing methods (in accordance with Section (c)
below), for the number of Warrant Shares specified in the Election to Exercise
Form (as such exercise number shall be adjusted to reflect any adjustment in the
total number of shares of Common Stock issuable to the holder per the terms of
this Warrant) and the Holder shall thereupon be entitled to receive the number
of duly authorized, validly issued, fully paid and nonassessable shares of
Common Stock determined as provided herein.

         (c) Subject to Section 1(d), if the Fair Market Value of one share of
Common Stock is greater than the Exercise Price (at the date of calculation as
set forth below) in lieu of exercising this Warrant for cash, the Holder may
elect to receive Warrant Shares equal to the value (as determined below) of this
Warrant (or the portion thereof being cancelled) by surrender of this Warrant at
the principal office of the Company, together with the Election to Exercise
Form, in which event the Company shall issue to the Holder a number of Warrant
Shares computed using the following formula:

                   X=Y (A-B)
                       A

       Where       X=      the number of Warrant Shares to be issued to the
                           Holder

                   Y=      the number of Warrant Shares
                           purchasable under the Warrant or, if
                           only a portion of the Warrant is
                           being exercised, the portion the
                           Warrant being canceled (at the date
                           of such calculation)

                   A=      the Fair Market Value of one share of the Common
                           Stock (as the date of such calculation)

                   B=      Exercise Price (as adjusted to the date of such
                           calculation)

                         The term "Fair Market Value" means (i) the average of
                         the closing sales prices of the Common Stock on all
                         domestic national securities exchanges on which the
                         Common Stock is listed, or (ii) if there have been no
                         sales on any such exchange on any day, the average of
                         the highest bid and lowest asked prices on all such
                         exchanges at the end of such a day, or (iii) if on any
                         day the Common Stock is not so listed, the sales price
                         of the Common Stock as of 4:00 P.M.,


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<PAGE>


                         New York time, as reported on the NASDAQ National
                         Market, or (iv) if the Common Stock is not reported on
                         the NASDAQ National Market, the average of the
                         representative bid and asked quotations for the Common
                         Stock as 4:00 P.M., New York time, as reported on the
                         NASDAQ interdealer quotation system, or any similar
                         successor organization, or (v) if the foregoing do not
                         apply, the last closing bid price or last trade price,
                         respectively, of the Common Stock in the
                         over-the-counter market on the electronic bulletin
                         board for such security as reported by Bloomberg
                         Financial Markets ("BLOOMBERG"), or (vi) if no closing
                         bid price or last trade price, respectively, is
                         reported for the Common Stock by Bloomberg, the average
                         of the bid prices, or the ask prices, respectively, of
                         any market makers for the Common Stock as reported in
                         the "pink sheets" by Pink Sheets LLC (formerly the
                         National Quotation Bureau, Inc.) in each such case
                         averaged over a period of 21 trading days consisting of
                         the day as of which "Fair Market Value" is being
                         determined and the 20 consecutive trading days prior to
                         such day. Notwithstanding the foregoing, if at any time
                         of determination either (x) the Common Stock is not
                         registered pursuant to Section 12 of the Securities
                         Exchange Act of 1934, as amended, and is not (A) listed
                         on a national securities exchange, (B) authorized for
                         quotation in the NASDAQ system (inclusive of the Over
                         the Counter Bulletin Board) or (C) reported in the Pink
                         Sheets, or (y) less than 25% of the outstanding Common
                         Stock is held by the public free of transfer
                         restrictions under the Securities Act of 1933, as
                         amended (the "SECURITIES ACT"), then Fair Market Value
                         shall mean the price that would be paid per share for
                         the entire common equity interest in the Company in an
                         orderly sale transaction between a willing buyer and a
                         willing seller, taking into account the appropriate
                         lack of liquidity of the Company's securities and any
                         appropriate discount of the minority position
                         represented by the Warrants and the Warrant Shares,
                         using valuation techniques then prevailing in the
                         securities industry and assuming full disclosure of all
                         relevant information and a reasonable period of time
                         for effectuating such sale. Fair Market Value shall be
                         determined by the Company's Board of Directors in its
                         good faith judgment. Notwithstanding anything to the
                         contrary herein, a Holder shall have the right to
                         require that an independent investment banking firm
                         mutually acceptable to the Company and the Holder
                         determine Fair Market Value, which firm shall submit to
                         the Company and the Holder a written report setting
                         forth such determination. The expenses of such firm
                         will be borne equally by the Company and requesting
                         Holder, and the determination of such firm will be
                         final and binding upon all parties.


                                       3
<PAGE>


         (d) The Holder may not employ a Cashless Exercise set forth in Section
1(c) until on or after the 120th day following the Original Issuance Date.

For purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Securities and Exchange Commission (the
"COMMISSION") currently has interpreted Rule 144 to mean that the Warrant Shares
issued in a cashless exercise transaction shall be deemed to have been acquired
by the Holder, and the holding period for the Warrant Shares shall be deemed to
have commenced, on the date this Warrant was originally issued.

                  2. (a) Upon each exercise of the Holder's rights to purchase
Warrant Shares, as of the close of business on the date of such exercise, the
Holder shall be deemed to be the holder of record of the Warrant Shares issuable
upon such exercise, notwithstanding that the transfer books of the Company shall
then be closed or certificates representing such Warrant Shares shall not then
have been actually delivered to the Holder. As soon as practicable after each
such exercise of this Warrant, the Company shall issue and deliver to the Holder
a certificate or certificates for the Warrant Shares issuable upon such
exercise, registered in the name of the Holder or its designee. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the right
of the Holder to purchase the balance of the Warrant Shares (or portions
thereof) subject to purchase hereunder.

         (b) The issuance of certificates for Warrant Shares upon exercise of
this Warrant shall be made without charge to Holder or the purchaser of any
issuance tax in respect thereof or other cost incurred by the Company in
connection with such exercise and the related issuance of Warrant Shares.

         (c) The Company shall not close its books against the transfer of this
Warrant or of any Warrant Shares issued or issuable upon the exercise of this
Warrant in any manner which interferes with the timely exercise of this Warrant.

         (d) The Company shall from time to time take all such action as may be
necessary to assure that the par value per share of the unissued Warrant Shares
acquirable upon exercise of this Warrant is at all times equal to or less than
the Exercise Price then in effect.

         (e) The Company shall assist and cooperate with any reasonable request
by the Holder or any purchaser which is required to make any governmental
filings or obtain any governmental approvals prior to or in connection with any
exercise of this Warrant.

         (f) Notwithstanding any other provision hereof, if an exercise of any
portion of this Warrant is to be made in connection with a public offering or
sale of the Company (pursuant to a merger, sale of stock or otherwise), such
exercise may at the election of the Holder be conditioned upon the consummation
of such transaction, in which case such exercise shall not be deemed to be
effective until immediately prior to consummation of such transaction.


                                       4
<PAGE>



                  3. (a) Any Warrants issued upon the transfer or exercise in
part of this Warrant shall be numbered and shall be registered in a Warrant
Register as they are issued. The Company shall be entitled to treat the
registered holder of any Warrant on the Warrant Register as the owner in fact
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to or interest in such Warrant on the part of any other person, and
shall not be liable for any registration or transfer of this Warrant which is
registered or to be registered in the name of a fiduciary or the nominee of a
fiduciary unless made with the actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration or transfer, or
with the knowledge of such facts that its participation therein amounts to bad
faith. This Warrant shall be transferable on the books of the Company only upon
delivery thereof duly endorsed by the Holder or by its duly authorized attorney
or representative, or accompanied by proper evidence of succession, assignment
or authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian or other legal representative, duly authenticated
evidence of his or its authority shall be produced. Upon any registration of
transfer, the Company shall deliver a new Warrant or Warrants to the person
entitled thereto. This Warrant may be exchanged, at the option of the Holder
thereof, for another Warrant, or other Warrants of different denominations, of
like tenor and representing in the aggregate the right to purchase a like number
of Warrant Shares (or portions thereof), upon surrender to the Company or its
duly authorized agent. Notwithstanding the foregoing, the Company shall have no
obligation to cause Warrants to be transferred on its books to any person if, in
the reasonable opinion of counsel to the Company, such transfer does not comply
with the provisions of the Securities Act, and the rules and regulations
promulgated thereunder.

         (b) The initial Holder acknowledges by acceptance of this Warrant that
it has been advised by the Company that neither this Warrant nor the Warrant
Shares have been registered under the Securities Act, that this Warrant is being
or has been issued and the Warrant Shares may be issued on the basis of the
statutory exemption provided by Section 4(2) of the Securities Act or Regulation
D promulgated thereunder, or both, relating to transactions by an issuer not
involving any public offering. The initial Holder acknowledges by the acceptance
of this Warrant that (a) it has acquired this Warrant for investment purposes
only and not with a view to distribution in violation of the Securities Act; (b)
by reason of its business or financial experience it has the capacity to
evaluate the merits and risks of an investment in the Company; and (c) it is an
accredited investor as that term is defined in Regulation D promulgated under
the Securities Act. The initial Holder agrees that any Warrant Shares will be
acquired for investment purposes only and not with a view to distribution. The
initial Holder acknowledges by acceptance of this Warrant that it has been
informed by its advisors and professionals, or is otherwise familiar with, the
nature of the limitations imposed by the Securities Act and the rules and
regulations thereunder on the transfer of securities. In particular, the initial
Holder agrees by acceptance of this Warrant that no sale, assignment or transfer
of this Warrant or the Warrant Shares issuable upon exercise hereof shall be
valid or effective, and the Company shall not be required to give any effect to
any such sale, assignment or transfer, unless (i) the sale, assignment or
transfer of this Warrant or such Warrant Shares is registered under the
Securities Act, it being understood that neither this Warrant nor such Warrant
Shares are currently registered for sale, (ii) this Warrant or such Warrant
Shares are sold, assigned or transferred in accordance with all the requirements
and limitations of Rule 144 promulgated under the Securities Act, it being
understood that Rule 144 is not available at the time of the original issuance
of this Warrant for the sale of this Warrant or such Warrant Shares and that
there can be no assurance that Rule 144 sales will be available at any
subsequent time, or (iii) such sale, assignment, or transfer is otherwise exempt
from registration under the Securities Act.



                                       5
<PAGE>



                  4. (a) The Company shall at all times reserve and keep
available out of its authorized and unissued Common Stock, solely for the
purpose of providing for the exercise of the rights to purchase all Warrant
Shares granted pursuant to this Warrant, such number of shares of Common Stock
as shall, from time to time, be sufficient therefore. The Company covenants that
all Warrant Shares are validly authorized and reserved for issuance and, if and
when this Warrant is exercised in whole or in part, and receipt by the Company
of the full Exercise Price therefore, the Warrant Shares will be duly and
validly issued, fully paid, nonassessable, without any personal liability
attaching to the ownership thereof, and will not be issued in violation of any
preemptive or other rights of shareholders.

         (b) The Company shall take all such actions as may be necessary to
ensure that all such Warrant Shares may be so issued without violation by the
Company of any applicable law or governmental regulation or any requirements of
any domestic securities exchange or quotation system upon which shares of Common
Stock or other securities constituting Warrant Shares may be listed or quoted
(except for official notice of issuance which shall be immediately delivered by
the Company upon each such issuance). The Company will use its best efforts to
cause the Warrant Shares, immediately upon such exercise, to be listed on any
domestic national securities exchange or quotation system upon which shares of
Common Stock or other securities constituting Warrant Shares are listed or
quoted at the time of such exercise.

         (c) The Company shall not, and shall not permit its subsidiaries to,
directly or indirectly, by any action avoid or seek to avoid the observance or
performance of any terms of this Warrant, but shall at all times in good faith
assist in carrying out of all such terms of this Warrant.

         (d) The Company has all requisite corporate power and authority to
enter into and perform its obligations under this Warrant and to issue and
deliver the Warrant to the Holder. The execution, delivery, and performance by
the Company of its obligations under this Warrant, including the issuance and
delivery of the Warrant to the Holder, have been duly authorized by all
necessary corporate action on the part of the Company. This Warrant has been
duly executed and delivered by the Company and is a legal, valid and binding
obligation of the Company and is enforceable against the Company in accordance
with its terms.

         (e) Without limiting the generality of the foregoing, the Company shall
obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.

                  5. (a) In case the Company shall at any time after the date
this Warrant is first issued (i) declare a dividend on the outstanding shares of
Common Stock of the Company payable in shares of its Common Stock, (ii)
subdivide the outstanding shares of Common Stock, (iii) combine the outstanding
shares of Common Stock into a smaller number of shares, or (iv) sell additional
shares of Common Stock or equivalents thereto, including by way of example,
pursuant to options, warrants, rights or other securities convertible into
shares of Common Stock (for purposes hereof respecting such equivalent
securities, such determination to be made at the time of sale, grant or award of
the equivalent security irrespective of the ultimate conversion or exercise
thereof) (other than pursuant to qualified or non-qualified employee stock
option plans approved by the Board of Directors or option grants to consultants
for bona fide services provided to the Company or the conversion of Debentures



                                       6
<PAGE>


issued in conjunction with this Warrant) in a private transaction (as contrasted
with a public sale registered with the Commission) at prices (including with
respect to equivalent securities, exercise, grant or conversion prices) less
than the then current Exercise Price, then, in each case of 5(a)(i), (ii) and
(iii), the Exercise Price, and the number of Warrant Shares issuable upon
exercise of this Warrant, in effect at the time of the record date for such
dividend or of the effective date of such subdivision or combination, shall be
proportionately adjusted so that the Holder after such time shall be entitled to
receive the aggregate number and kind of shares for such consideration which, if
such Warrant had been exercised immediately prior to such time at the
then-current Exercise Price, such holder would have owned upon such exercise and
been entitled to receive by virtue of such dividend, subdivision, or
combination; and in the case of 5(a)(iv), the then current Exercise Price shall
be reduced to equal the sale, issuance, exercise or conversion price, as
applicable, of the Common Stock or equivalent thereto. Such adjustment shall be
made successively whenever any event listed above shall occur.

         (b) Whenever there shall be an adjustment as provided in this Section
5, the Company shall promptly cause written notice thereof to be sent by
certified mail, postage prepaid, to the Holder, at its address as it shall
appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Warrant Shares purchasable
upon the exercise of this Warrant and the Exercise Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
the computation thereof, which officer's certificate shall be conclusive
evidence of the correctness of any such adjustment absent manifest error.

         (c) The Company shall not be required to issue fractions of shares of
Common Stock or other capital stock of the Company upon the exercise of this
Warrant. If any fraction of a share would be issuable on the exercise of this
Warrant (or specified portions thereof), the Company shall at its sole
discretion purchase such fraction for an amount in cash equal to the same
fraction of the Fair Market Value of such share of Common Stock on the date of
exercise of this Warrant or round the fractional share up to the next whole
number of shares.

         6. (a) In case of any consolidation or merger of the Company with or
into another corporation (other than a merger or consolidation in which the
Company is the surviving or continuing corporation or in which the shareholders
of the Company prior to such event hold more than 50% of the capital stock of
the surviving or continuing corporation), or in case of any sale, lease, or
conveyance to another corporation of the property and assets of any nature of
the Company as an entirety or substantially as an entirety, such successor,
leasing or purchasing corporation, as the case may be, shall (i) execute with
the Holder an agreement providing that the Holder shall have the right
thereafter to receive upon exercise of this Warrant solely the kind and amount
of shares of stock and other securities, property, cash or any combination
thereof receivable upon such consolidation, merger, sale, lease or conveyance by
a holder of the number of shares of Common Stock for which this Warrant might
have been exercised immediately prior to such consolidation, merger, sale, lease
or conveyance, and (ii) make effective provisions in its certificate of
incorporation or otherwise, if necessary, to effect such agreement. Such
agreement shall provide for adjustments which shall be as nearly equivalent as
practicable to the adjustments in Section 5.


                                       7
<PAGE>


         (b) In case of any reclassification or change of the shares of Common
Stock issuable upon exercise of this Warrant (other than a change in par value
or from no par value to a specified par value, or as a result of a subdivision
or combination, but including any change in the shares into two or more classes
or series of shares), or in case of any consolidation or merger of another
corporation into the Company in which the Company is the surviving or continuing
corporation and in which there is a reclassification or change (including a
change to the right to receive securities of another person, property, cash or
any combination thereof) of the shares of Common Stock (other than a change in
par value, or from no par value to a specified par value, or as a result of a
subdivision or combination, but including any change in the shares into two or
more classes or series of shares), the Holder shall have the right thereafter to
receive upon exercise of this Warrant solely the kind and amount of shares of
stock and other securities, property, cash or any combination thereof receivable
upon such reclassification, change, consolidation or merger by a holder of the
number of shares of Common Stock for which this Warrant might have been
exercised immediately prior to such reclassification, change, consolidation or
merger. Thereafter, appropriate provision shall be made for adjustments which
shall be as nearly equivalent as practicable to the adjustments in Section 5.

         (c) The above provisions of this Section 6 shall similarly apply to
successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, sales, leases or conveyances.

         7. In case at any time the Company shall propose to:

         (a) pay any dividend or make any distribution on shares of Common Stock
in shares of Common Stock or equivalents thereto or make any other distribution;
or

         (b) issue any rights, warrants or other Common Stock to all holders of
Common Stock entitling them to purchase any additional shares of Common Stock or
any other rights, warrants or other Common Stock; or

         (c) effect any reclassification or change of outstanding shares of
Common Stock, or any consolidation, merger, sale, lease or conveyance of
property, described in Section 6 hereof; or

         (d) effect any liquidation, dissolution or winding-up of the Company;
or

         (e) take any other action which would cause an adjustment to the
Exercise Price; or

         (f) provide to its shareholders any information which is regularly
provided to shareholders,

         then, and in any one or more of such cases (a) through (f), the Company
shall give written notice thereof, by certified mail, postage prepaid, to the
Holder at the Holder's address as it shall appear in the Warrant Register,
mailed at least fifteen (15) days prior to (i) the date as of which the holders
of record of shares of Securities to be entitled to receive any such dividend,
distribution, rights, warrants or other securities are to be determined, (ii)
the date on which any such reclassification, change of outstanding shares of
Common Stock, consolidation, merger, sale, lease, conveyance of property,
liquidation, dissolution or winding-up is expected to become effective, and the
date as of which it is expected that holders of record of shares of Common Stock
shall be entitled to exchange their shares for securities or other property, if
any, deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution or winding-up, or (iii) the date of such other action which would
require an adjustment to the Exercise Price. In the case of subsection (f)
above, written notice to the Holder may be given by regular mail.

                  8. The issuance of any shares or other securities upon the
exercise of this Warrant, and the delivery of certificates or other instruments
representing such shares or other securities, shall be made without charge to
the Holder for any tax (other than taxes based on the net income of the Holder)
or other charge in respect of such issuance. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of any certificate in a name other than that of the
Holder and the Company shall not be required to issue or deliver any such
certificate unless and until the person or persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid.

         9. The Holder shall have the registration rights and be subject to the
same obligations and undertakings with respect to the Warrant Shares as are
granted pursuant to the Registration Rights Agreement, dated as of September 13,
2004 (the "REGISTRATION RIGHTS AGREEMENT"), as amended or supplemented from time
to time, providing registration rights to the Holder.

         10. Unless registered pursuant to the provisions of Section 9, the
Warrant Shares issued upon exercise of this Warrant shall bear the following
legend:



                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH
                  SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
                  ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
                  STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND
                  ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY
                  RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH
                  SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY
                  SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE
                  OFFERED, SOLD, ASSIGNED OR TRANSFERRED IN THE MANNER
                  CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
                  THE ACT OR APPLICABLE STATE SECURITIES LAWS."



                                       8
<PAGE>


                  11. Upon receipt of evidence satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant (and upon surrender
of any Warrant if mutilated), including an affidavit of the Holder that this
Warrant has been lost, stolen, destroyed or mutilated, together with an
indemnity against any claim that may be made against the Company on account of
such lost, stolen, destroyed or mutilated Warrant, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder a new Warrant of like date, tenor, and denomination.

                  12. The Holder of this Warrant shall not have solely on
account of such status any rights of a stockholder of the Company, either at law
or in equity, or to any notice of meetings of stockholders or of any other
proceedings of the Company, except as provided in this Warrant.

                  13. This Warrant shall be construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
entirely within such State, without regard to principles governing conflict of
laws.

                  14. The Company and the Holder irrevocably consents to the
jurisdiction of the courts of the State of New York and of any federal court
located in New York in connection with any action or proceeding arising out of
or relating to this Warrant, any document or instrument delivered pursuant to,
in connection with or simultaneously with this Warrant, or a breach of this
Warrant or any such document or instrument. In any such action or proceeding,
the Company and the Holder waives personal service of any summons, complaint or
other process and agrees that service thereof may be made in accordance with
Section 15 hereof. Within thirty (30) days after such service, or such other
time as may be mutually agreed upon in writing by the attorneys for the parties
to such action or proceeding, the Company and the Holder shall appear to answer
such summons, complaint or other process.

                  15. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested, or by Federal Express, Express Mail or similar
overnight delivery or courier service or delivered (in person or by telecopy,
telex or similar telecommunications equipment) against receipt to the party to
whom it is to be given, (i) if to the Company, at 132 Penn Avenue, Telford, PA
18969, Attn: CEO, (ii) if to the Holder, at its address set forth on the first
page hereof or (iii) in either case, to such other address, facsimile number or
person's attention as the party shall have furnished in writing in accordance
with the provisions of this Section 15. Notice to the estate of any party shall
be sufficient if addressed to the party as provided in this Section 15. Any
notice or other communication given by certified mail shall be deemed given at
the time of certification thereof, except for a notice changing a party's
address which shall be deemed given at the time of receipt thereof. Any notice
given by other means permitted by this Section 15 shall be deemed given at the
time of receipt thereof.

                  16. No course of dealing and no delay or omission on the part
of the Holder or the Company in exercising any right or remedy shall operate as
a waiver thereof or otherwise prejudice the Holder's or the Company's rights,
powers or remedies. No right, power or remedy conferred by this Warrant upon the
Holder or the Company shall be exclusive of any other right, power or remedy
referred to herein or now or hereafter available at law, in equity, by statute
or otherwise, and all such remedies may be exercised singly or concurrently.


                                       9
<PAGE>


                  17. The Company recognizes and acknowledges that a breach by
it of any covenants or agreements contained in this Warrant will cause the
Holder to sustain damages for which it would not have an adequate remedy at law
for money damages, and therefore the Company agrees that in the event of any
such breach the Holder shall be entitled to the remedy of specific performance
of such covenant and agreement and injunctive and other equitable relief in
addition to any other remedy to which the Holder may be entitled, at law or in
equity, without the posting of any bond and without proving that damages would
be inadequate.

                  18. The Company will, at the time of each exercise of this
Warrant, upon the request of the Holder hereof, acknowledge in writing its
continuing obligation to afford to such Holder all rights (including, without
limitation, any rights to registration, pursuant to the Registration Rights
Agreement, of the Warrant Shares issued upon such exercise) to which such Holder
shall continue to be entitled after such exercise in accordance with its terms
of this Warrant; PROVIDED, that if the Holder of this Warrant shall fail to make
any such requests, such failure shall not affect the continuing obligation of
the Company to afford such rights to such Holder.

                  19. This Warrant may be amended only by a written instrument
executed by the Company and the Holder hereof. Any amendment shall be endorsed
upon this Warrant, and all future Holders shall be bound thereby.






















                                       10
<PAGE>


         IN WITNESS WHEREOF, the Company has delivered this Warrant on the date
set forth below.

Dated as of September __, 2004.





                                ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

                                BY:_____________________________
                                   DAVID JOHNSON, INTERIM CHIEF EXECUTIVE
                                   OFFICER AND INTERIM PRESIDENT






























                                       11
<PAGE>


                               FORM OF ASSIGNMENT


(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)


                      FOR VALUE RECEIVED, _____________________ hereby sells,
     assigns, and transfers unto _________________ a Warrant to purchase
     ___________ shares of Common Stock, $0.001 par value per share, of
     Environmental Solutions Worldwide, Inc. (the "Company"), together with all
     right, title and interest therein, and does hereby irrevocably constitute
     and appoint _______________________________ attorney to transfer such
     Warrant on the books of the Company, with full power of substitution.

     Dated: _________________



                                              Signature____________________

                                              (Signature Guarantee)




                                     NOTICE

         The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.






                                       12
<PAGE>


To:      Environmental Solutions Worldwide, Inc.
         132 Penn Avenue

         Telford, PA 18969



                          FORM OF ELECTION TO EXERCISE

The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant; or

___      the maximum number of shares of Common Stock covered by such Warrant
         pursuant to the cashless exercise procedure set forth in Section 1.

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

___      $__________ in lawful money of the United States; and/or

___      the cancellation of such portion of the attached Warrant as is
         exercisable for a total of _______ shares of Common Stock (using a Fair
         Market Value of $_______ per share for purposes of this calculation);
         and/or

___      the cancellation of such number of shares of Common Stock as is
         necessary, in accordance with the formula set forth in Section 1, to
         exercise this Warrant with respect to the maximum number of shares of
         Common Stock purchasable pursuant to the cashless exercise procedure
         set forth in Section 1.

The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to _____________________________________________________
whose address is _______________________________________________.

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "SECURITIES ACT"), or pursuant to an exemption from
registration under the Securities Act.

Dated:___________________
                                (Signature must conform to name of holder
                                as specified on the face of the Warrant)


                                (Address)



                                       13
<PAGE>


</TEXT>
</DOCUMENT>
