hange Commission ("Commission") alleges as follows: SUMMARY. 1. This case involves a $15 million "pump and dump" scheme involving the securities of Environmental Solutions Worldwide, Inc. ("Environmental"), a public company whose common stock is registered with the Commission under the Securities Exchange Act of 1934 ("Exchange Act"),

hange Commission ("Commission") alleges as follows: SUMMARY. 1. This case involves a $15 million "pump and dump" scheme involving the securities of Environmental Solutions Worldwide, Inc. ("Environmental"), a public company whose common stock is registered with the Commission under the Securities Exchange Act of 1934 ("Exchange Act-),

aggregate of Thirteen Million One Hundred Ninety Eight Thousand Seven Hundred Eleven (13,198,711) shares of the Common Stock, $0.001 par value, of Environmental Solutions Worldwide, Inc., a Florida corporation (the "Corporation"), evidenced by the following Stock Certificates: Certificate Number Number of Shares of Common Stock 38

York, NY 10019 ("Purchaser"). RECITALS: A. 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., a Florida corporation ("ESWW). B. Seller and Purchaser desire to provide for the purchase by Purchaser from Seller of the ESWW Shares upon and su

York, NY 10019 ("Purchaser"). RECITALS: A. 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., a Florida corporation ("ESWW"). B. Seller is a member of AP SHL Investors, LLC, a Delaware limited liability company ("AP SHL"). AP SHL is govern

ed by [ I (the "Subscriber") in connection with the subscription by the Subscriber for 9% Convertible Debentures (the "Convertible Debentures") of Environmental Solutions Worldwide, Inc., a Florida corporation (the "Company"). The Company is offering an aggregate face amount of up to $ million (U.S.) of Convertible Debentures conv