EXHIBIT 99.2


                    ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
                            AUDIT COMMITTEE CHARTER
                             AS OF AUGUST 10, 2010


INTRODUCTION

The Audit Committee of the Board of Directors of Environmental Solutions
Worldwide (the "Company") assists the Board of Directors in fulfilling its
oversight responsibilities relating to the integrity of the financial
statements, compliance with legal and regulatory requirements, the independent
auditor's qualifications and independence, the performance of the independent
auditor, and such other duties as directed by the Board of Directors.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits, to
prepare the Company's financial statements or to determine that the Company's
financial statements and disclosures are complete and accurate and are in
accordance with generally accepted accounting principles and applicable rules
and regulations. These are the responsibilities of management and the
independent auditor.

STRUCTURE AND ORGANIZATION

     1. The committee will be composed solely of directors who have the
necessary experience and are independent of the management of the company and
are free of any relationship that may interfere with their exercise of
independent judgment as a committee member, all in accordance with the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") of the United
States Securities and Exchange Commission ("SEC) and applicable stock exchange
requirements.

     2. The committee will consist of at least two members of the Board of
Directors. Committee members and the committee chair serve at the pleasure of
the Board of Directors. All members must be or become financially literate, at
least one member must have accounting or related financial management expertise
sufficient to be financially sophisticated as required by the applicable stock
exchange rules, and, if required by the Board of Directors, at least one member
must be an "audit committee financial expert" as defined by SEC rules.

     3. A committee member invited to sit on another public company's audit
committee must notify the committee. The committee must determine whether or not
the committee member's service on another company's audit committee impairs the
directors' ability to serve on the Company's audit committee.

     4. The committee will meet at least four times a year, on a quarterly
basis, or more frequently as circumstances require. The committee may ask
members of management or others to attend the meetings and provide pertinent
information as necessary. Meetings may be in person or by video or telephone
conference if necessary. Special meetings may be called by the Company's
Executive Chairman or by any member of the committee. A majority of the members
shall constitute a quorum.

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     5. The committee is expected to maintain free and open communication with
management and the independent auditor.

     6. The committee has the authority to investigate any matter brought to its
attention and to retain independent legal, accounting or other advisors for this
purpose or any other purpose if determined appropriate, in its sole judgment.
The Company will provide funding for that purpose as determined by the
committee.

The committee's responsibilities include:

GENERAL RESPONSIBILITIES

     1. Meet at least quarterly with the independent auditor and management in
separate sessions to discuss any matters that the committee or these groups
believe should be discussed privately with the committee. Provide sufficient
opportunity for the independent auditor to meet with others in the Company as
appropriate.

     2. Prepare and submit the minutes of all committee meetings and regularly
report to the Board of Directors on committee matters.

     3. Review and reassess the adequacy of this Charter annually and propose to
the Board of Directors any changes to the Charter.

     4. Set policies for the Company's hiring of employees or former employees
of the independent auditor who participated in any capacity in the audit of the
company.

     5. Prepare a report of the committee in accordance with SEC requirements to
be included in the Company's annual proxy statement.

RESPONSIBILITIES RELATED TO THE INDEPENDENT AUDITOR

     1. Appoint and retain and, where appropriate, terminate the independent
auditor. Approve the compensation of the independent auditor, and evaluate the
performance of the independent auditor. The independent auditor shall report
directly to the committee. The committee shall be directly responsible for
oversight of the work of the independent auditor (including resolution of
disagreements between management and such firm regarding financial reporting.)

     2. Review with the independent auditor and management the audit plan of the
independent auditor for the current year and the following year.

     3. Establish a policy with respect to the evaluation and approval of audit
and permitted non-audit services and related fees to be performed by the
independent auditor in accordance with the applicable laws and requirements of
the applicable stock exchange.

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     4. On an annual basis, discuss and consider the independent auditor's
written affirmation that the auditor is in fact independent. Obtain a formal
written statement from the independent auditor delineating all relationships
between the Company and the independent auditor, actively engage in dialogue
regarding disclosed relationships or services which may impact the objectivity
and independence of the independent auditor, and take or recommend that the
Board of Directors take appropriate action in response to the outside auditor's
report to satisfy itself of the outside auditor's independence. The committee
will evaluate the qualifications, performance and independence of the
independent auditor and present its conclusions to the Board of Directors.

     5. At the committee's discretion, arrange for the independent auditor to be
available to the full Board of Directors to help provide a basis for the Board
of Directors' approval of the independent auditor's appointment.

     6. Review with the independent auditor the matters relating to the conduct
of the audit, including any problems or difficulties encountered in the course
of the audit work, any restrictions on the scope of activities or access to
requested information and any significant disagreements with management.

RESPONSIBILITIES  FOR  OVERSIGHT  OF  THE  QUALITY  AND INTEGRITY OF ACCOUNTING,
AUDITING AND REPORTING PRACTICES OF THE COMPANY

     1. Review and discuss with management and the independent auditor prior to
filing with the SEC in periodic reports the annual and quarterly financial
statements, including disclosures under "Management's Discussion and Analysis of
Financial Condition and Results of Operations". The committee should meet and
discuss each quarterly earnings announcement, as well as financial information
and earnings guidance provided to analysts, with management (and the independent
auditor, if desired) prior to release. The discussion may be done generally, and
may include the types of information to be disclosed and the types of
presentations to be made. These discussions should cover the quality (not just
the acceptability) of the financial reporting, and such other matters as the
committee deems appropriate.

     2. Review with management and the independent auditor critical accounting
policies, significant financial reporting issues and judgments made in
connection with the preparation of the company's financial statements, including
any significant changes in the company's selection or application of accounting
principles.

     3. As necessary, discuss with management any significant financial risk
exposure and the steps management has taken to monitor and control such
exposures, including the company's risk assessment and risk management policies.

     4. Review with management and the independent auditor the adequacy and
effectiveness of the company's disclosure controls and procedures, internal
controls for financial reporting and computerized information systems controls.

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PERIODIC RESPONSIBILITIES

     1. Review with management any legal and regulatory matters that may have a
material impact on the company's financial statements, compliance policies and
compliance programs.

     2. Oversee the Company's Corporate Compliance Program and periodically
review and suggest to management any necessary improvements in the program.
Establish procedures within the Corporate Compliance Program for the (i)
receipt, retention and treatment of complaints regarding accounting, internal
accounting controls or auditing matters, and (ii) confidential, anonymous
submission by employees of concerns regarding questionable accounting or
auditing matters.

     3. Act as the Company's Qualified Legal Compliance Committee ("QLCC") for
purposes of internal and external attorney reporting under Section 307 of the
Sarbanes-Oxley Act of 2002. Establish a procedure for confidential receipt,
retention and consideration of any attorney report to the QLCC.

     4. Review and approve transactions with the Company involving management
and/or members of the Board of Directors and other related party transactions
which are not otherwise subject to the approval of the Compensation Committee
and would require disclosure under SEC or applicable stock exchange rules.

     5. Obtain assurance from the independent auditor that Section 10A(b) of the
Exchange Act has not been implicated.

     6. Discuss with management and the independent auditor any correspondence
with regulators or governmental agencies and any published reports which raise
material issues regarding the Company's financial statements or accounting
policies.

     7. Annually assess the committee's performance.

     8. Perform such other functions assigned by law, applicable stock exchange
requirements, the Company's charter or bylaws or the Board of Directors.