Exhibit 4.2


                      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 (          )

                                                        (            )  Warrants

                  THIS CERTIFIES that, for value received, ______________., with
an address at ________________ ("_______" or "Holder"), is entitled to subscribe
for and purchase from Environmental Solutions Worldwide, Inc. ("ESW" 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
October 3, 2005, (the "Exercise Period"), one half (1/2) share of Common Stock
(the "Common Stock"), $0.001 par value per share, at an initial aggregate
exercise price equal to $.15 per 1/2 share (equivalent to $.30 per share),
subject to adjustment as provided herein (the "Exercise Price") provided that
Warrants may only be exercised for whole shares. 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.

                  1. (a) This Warrant may be exercised during the Exercise
Period, as to the whole or any lesser number of whole Warrant Shares, by the
surrender of this Warrant (with the election at the end hereof duly executed) to
the Company at 132 Penn Avenue, Telford, Pennsylvania 18969, or at such other
place as is designated in writing by the Company. Subject to Section 1(b)
hereof, such executed election must be accompanied by




<PAGE>

payment in an amount equal to the Exercise Price multiplied by the number of
Warrant Shares for which this Warrant is being exercised (two (2) Warrants
afford the Holder to purchase one (1) Warrant Share). For example, two (2)
Warrants exercised for the aggregate Exercise Price of $.30 will result in the
Holder receiving one (1) share of Common Stock. 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) In lieu of exercising this Warrant, the Holder
may elect to receive Warrant Shares equal to the
value of this Warrant (or the portion thereof being cancelled) by surrender of
this Warrant at the principal office of the Company together with notice of such
election, in which event the Company shall issue to the Holder a number of
shares of Common Stock 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 this
                         Warrant

                  A   =  the Fair Market Value of one share of the Common Stock

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

                           (c) "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., 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, 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 Act of
1934, as amended, and either listed on a national securities exchange or
authorized for quotation in the NASDAQ system (inclusive of the Over the Counter
Bulletin Board or BBX), 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 "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 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. A
Holder shall have the right to require that an independent investment banking
firm mutually acceptable to the Company and the




                                      -2-
<PAGE>


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.

                  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.

                  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





                                      -3-
<PAGE>

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 Act, and the rules and regulations promulgated thereunder.

                           (b) The initial Holder acknowledges that it has been
advised by the Company that neither this Warrant nor the Warrant Shares have
been registered under the 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 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 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 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 that it has been informed by
the Company of, or is otherwise familiar with, the nature of the limitations
imposed by the Act and the rules and regulations thereunder on the transfer of
securities. In particular, the initial Holder agrees 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 Act,
it being understood that neither this Warrant nor such Warrant Shares are
currently registered for sale, or (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 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 Act.



                  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





                                      -4-
<PAGE>

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 stockholders.

                           (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 or impair or diminish
its value, 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 Non-Qualified Employee Stock Option Plans
otherwise approved by the Board of Directors) in a private transaction (as
contrasted with a public sale registered with the Securities and Exchange
Commission) at prices (including with respect to equivalent securities,
exercise, grant or conversion prices) less than the then current Exercise Price
(per Warrant being equal to 1/2 share of Common Stock), 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





                                      -5-
<PAGE>

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.

                           (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





                                      -6-
<PAGE>

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;

                           (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 shall be given by
regular mail, without notice to counsel as set forth in Section 15 below.

                  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





                                      -7-
<PAGE>

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 from time to time of this Warrant 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 Closing Letter and
Registration Rights Letter issued by the Company dated September 30, 2002,
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 be subject to a
stop transfer order and the certificate or certificates evidencing such Warrant
Shares 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."

                  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.




                                      -8-
<PAGE>


                  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,
Pennsylvania 18969, (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.

                  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. 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.

                  19. If the Common Stock trades at or above $5 per share for
twenty (20) out of thirty (30) consecutive trading days, and the Company then
has an effective Registration Statement under the 1933 Act with respect to all
shares of Common Stock underlying the Warrants (i.e., the Warrant Shares), the
Company has the right upon thirty







                                      -9-
<PAGE>

(30) days prior written notice to all holders of record of the Warrants to
redeem all, but not less than all, of the outstanding Warrants at $.005 per
Warrant. The Holder shall be provided with Notice of Redemption as provided for
in Section 7 as stated herein. Notwithstanding any Redemption Notice as
contemplated hereby, Holder may exercise a Warrant in accordance with the
provisions hereof up to 5:00 P.M., New York time on the Redemption Date. In the
event Company fails close on any Redemption of the Warrants, the Warrants and
rights associated thereby, will be reinstated.

                  20. 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
Letter, of the shares of Common Stock 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.

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

Dated as of October ____, 2002.

                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.


                        By:_____________________________
                             JOHN DONOHOE, President







                                      -10-
<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.







                                      -11-
<PAGE>


To:      Environmental Solutions Worldwide, Inc.
         132 Penn Avenue
         Telford, Pennsylvania 18969

                          FORM OF ELECTION TO EXERCISE

                  The undersigned hereby exercises his or its rights to purchase
_______ Warrant Shares covered by the within Warrant, and tenders payment
herewith in the aggregate amount of $________, including (i) $_______ by
certified or bank cashier's check, and/or (ii) a "cashless" exercise to purchase
_________ Warrant Shares, in accordance with the terms thereof, and requests
that certificates for such securities be issued in the name of, and delivered
to:

            -------------------------------------------------------

             -------------------------------------------------------

            -------------------------------------------------------
     (Print Name, Address and Social Security or Tax Identification Number)

                  and, if such number of Warrant Shares shall not be all the
Warrant Shares covered by the within Warrant and the remaining portion of the
within Warrant be not cancelled in payment of the Exercise Price, that a new
Warrant for the balance of the Warrant Shares covered by the within Warrant be
registered in the name of, and delivered to, the undersigned at the address
stated below.
             -------------------------------------------------------

             -------------------------------------------------------

             -------------------------------------------------------
     (Print Name, Address and Social Security or Tax Identification Number)

Dated:                             Name:
----------------------             -----------------------------
                                    (Print)

Address:
-----------------------------------------------------------------


                                                       -------------------------
                                                       (Signature Guarantee)

                                                       -------------------------
                                                       (Signature Guarantee)

                                                       -------------------------
                                                       (Signature Guarantee)




                                      -12-
<PAGE>