EFTA00586125.txt

"Seller is the holder of 13,350,205 shares of the Common Stock, $0.001 par value (the "ESWW Shares"), of Environmental Solutions Worldwide, Inc."

"The relationship between Seller and Purchaser hereunder or contemplated by this Agreement is solely that of seller and purchaser"

"Purchaser agrees to purchase from Seller, the ESWW Shares... The purchase price for the ESWW Shares shall be Five Million Dollars ($5,000,000)"

"Purchaser acknowledges that it is a sophisticated investor with a long standing business relationship with the ESWW Representatives"

"Darren K. Indyke, Esq. Darren K. Indyke, PLLC"

"[LEON BLACK OR BLACK FAMILY PARTNERSHIP] do Apollo Management ... Attention: Mr. Leon Black"

"PURCHASER: [LEON BLACK OR BLACK FAMILY PARTNERSHIP] By: Leon Black"

"All notices and other communications to Seller shall be addressed to such Party at the following address: Financial Trust Company, Inc. ... with a cop"