EXHIBIT 99.3


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


The Compensation Committee of the Board of Directors of Environmental Solutions
Worldwide Inc. (the "Company") assists the Board of Directors in fulfilling its
oversight responsibilities relating to officer and director compensation,
succession planning for senior management, development and retention of senior
management, and such other duties as directed by the Board of Directors.

STRUCTURE AND ORGANIZATION

1.   The committee will be composed solely of directors who 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 United States Securities and Exchange
     Commission ("SEC") and applicable stock exchange requirements, and also
     meet the requirements of Section 16 of the Securities and Exchange Act of
     1934, as amended, and Section 162(m) of the Internal Revenue Code of 1986,
     as amended.

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.

3.   The committee will meet at least annually, or more frequently as deemed
     appropriate. The committee may ask members of management or others to
     attend the meetings and provide pertinent information as necessary.
     Meetings are generally held in person but may also be held 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.

4.   The committee has the authority to retain and terminate any consulting firm
     used to assist in the evaluation of director, chief executive officer or
     other officer compensation and to retain independent legal or other
     advisors, in each case as the committee may deem appropriate, including the
     authority to approve these firm's fees and other retention terms.

5.   The committee or the Board of Directors may reassign the responsibilities
     of this committee to a subcommittee or another committee of the Board of
     Director's choosing as long as the committee is made up entirely of
     independent directors.

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The committee's responsibilities include:

GENERAL RESPONSIBILITIES

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

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

3.   Prepare a report of the committee on executive compensation in accordance
     with SEC requirements to be included in the Company's annual proxy or
     information statement.

4.   Annually assess the committee's performance.

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

RESPONSIBILITIES RELATED TO COMPENSATION

1.   Review and approve the Company's compensation guidelines and structure.

2.   Review and approve on an annual basis the corporate goals and objectives
     with respect to compensation for the chief executive officer. The committee
     will evaluate at least once a year their individual performance in light of
     these established goals and objectives and based upon these evaluations
     shall set their annual compensation, including salary, bonus, incentive and
     equity compensation. These officers may not be present when their
     compensation is considered or determined by the committee.

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3.   Review and approve on an annual basis the evaluation process and
     compensation structure for the Company's other officers, including salary,
     bonus, incentive and equity compensation. The committee will evaluate at
     lease once a year their individual performance in light of these
     established goals and objectives and, based upon their evaluations, shall
     set their annual compensation.

4.   Review the Company's incentive compensation and other equity-based plans
     and recommend changes in such plans to the Board of Directors as needed.
     The committee may exercise the authority of the Board of Directors with
     respect to the administration of such plans.

5.   Periodically review and make recommendations to the Board of Directors
     regarding the compensation of non-management directors, including Board and
     committee retainers, meeting fees, equity-based compensation, and such
     other forms of compensation and benefits as the committee may consider
     appropriate.

6.   Oversee the appointment and removal of executive officers. Review and
     approve for executive officers, including the executive chairman and the
     chief executive officer, any employment, severance or change in control
     agreements.

7.   Approve any loans to employees as allowed by law.