SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by Registrant / X /
Filed by Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential for Use of the
Commission Only
[as permitted by Rule 14a-6(e)(2)]
/ X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11c or Rule 14a-12

Environmental Solutions Worldwide, Inc.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

X No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

--------------------------------------------------------------------------------
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
--------------------------------------------------------------------------------

250 SHIELDS COURT, UNIT #3
MARKHAM, ONTARIO CANADA L3R 9W7
(905) 947-9923

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 29, 2001

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Environmental
Solutions Worldwide, Inc. (the "Company") will be held at the Sheraton Parkway
Toronto North, 600 Highway 7 East, Richmond Hill, Ontario Canada on November 29,
2001, at 10:00 AM (the "Meeting"), for the following purposes:

(1) To elect five (5) Directors to serve for the ensuing year or until
their successors are elected and have been qualified.

(2) To ratify the appointment of Goldstein & Morris, Certified Public
Accountants P.C. as the independent public accountants for the
Company's prior fiscal year and the fiscal year ending December 31,
2001.

(3) To ratify and approve the Board of Directors' resolution to amend the
Certificate of Incorporation to increase the number of authorized
shares of common stock from 50,000,000 shares to 100,000,000 shares of
common stock.

(4) To ratify and approve the Board of Directors' resolution to increase
the authorized number of stock options under the Company's 2000 Non
Qualified Stock Option Plan from 5,000,000 shares to 10,000,000
shares.

(5) To ratify and approve the Board of Directors' resolution to amend the
Articles of Incorporation to grant the Board of Directors authority to
amend the By-laws of the Company to conform with the previously
approved amendment to the Company's Certificate of Incorporation in
accordance with Florida law.

(6) Such other business as may be properly brought before the meeting or
any adjournments thereof.

Only those shareholders who were shareholders of record at the close of business
on Novernber 1, 2001 will be entitled to notice of, and to vote at the Meeting
or any adjournment thereof. If a shareholder does not return a signed proxy card
or does not attend the Annual Meeting and vote in person, the shares will not be
voted. Shareholders are urged to mark the boxes on the proxy card to indicate
how their shares are to be voted. If a shareholder returns a signed proxy card
but does not mark the boxes, the shares represented by the proxy card will be
voted as recommended by the Board of Directors. The Company's Board of Directors
solicits proxies so each shareholder has the opportunity to vote on the
proposals to be considered at the Annual Meeting.

IMPORTANT

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE WHICH HAS BEEN PROVIDED.
IN THE EVENT YOU ARE ABLE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND
VOTE YOUR SHARES IN PERSON.

November 1, 2001 BY ORDER OF THE BOARD OF DIRECTORS
Markham, Ontario
/S/
----------------------------------
Bengt G. Odner
CHAIRMAN OF THE BOARD

------------------------------------------------------------------------------
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC
------------------------------------------------------------------------------

PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 29, 2001

This Proxy Statement and the accompanying proxy card are furnished in
connection with the solicitation of proxies by the Board of Directors of
Environmental Solutions Worldwide, Inc. ("ESW" or the "Company") for use at the
Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held
at the, Sheraton Parkway Toronto North, 600 Highway 7 East, Richmond Hill,
Ontario, Canada, on November 29, 2001 at 10:00 AM and any adjournment or
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. All stockholders are encouraged to attend the
Annual Meeting. Your proxy is requested, whether or not you attend in order to
assure maximum participation and to expedite the proceedings.

At the Annual Meeting, stockholders will be requested to act upon the
matters set forth in this Proxy Statement. If you are not present at the
meeting, your shares can be voted only when represented by proxy. The shares
represented by your proxy will be voted in accordance with your instructions if
the proxy is properly signed and returned to the Company before the Annual
Meeting. You may revoke your proxy at any time prior to its being voted at the
Annual Meeting by delivering a new duly executed proxy with a later date or by
delivering written notice of revocation to the Secretary of the Company prior to
the day of the Annual Meeting, or by appearing and voting in person at the
Annual Meeting. It is anticipated that this Proxy Statement and accompanying
proxy will first be mailed to the Company's stockholders on or about November 2,
2001. The Company's 2000 Annual Report to its stockholders on Form 10-KSB, filed
electronically (EDGAR System) with the Securities and Exchange Commission on
April 16, 2001 is also enclosed and should be read in conjunction with the
matters set forth herein. The expenses incidental to the preparation and mailing
of this proxy material are being paid by the Company. No solicitation is planned
beyond the mailing of this proxy material to stockholders.

Abstentions and broker non-votes will be counted toward determining
whether a quorum is present.

The principal executive offices of the Company are located at 250
Shields Court, Unit #3, Markham, Ontario, Canada L3R 9W7. The telephone number
is (905) 947-9923

OUTSTANDING SHARES AND VOTING RIGHTS

The only security entitled to vote at the Annual Meeting is the
Company's common stock. The Board of Directors, pursuant to the By-Laws of the
Company has fixed November 1, 2001 at the close of business, as the record date
of the determination of Stockholders entitled to notice of and to vote at the
Annual Meeting or any adjournment or adjournments thereof. At, November 1, 2001
there were 38,154,874 shares of common stock outstanding and entitled to be
voted at the Annual Meeting. Each share of common stock is entitled to one vote
at the Annual Meeting. In accordance with the Company's Amended Articles of
Incorporation, one-third of the shares of common stock outstanding and entitled
to vote which are represented at the Annual Meeting, in person or by proxy, will
constitute a quorum. In accordance with the Amended Articles of Incorporation of
the Company, provided a quorum of issued and outstanding shares entitled to vote
are present in person or by proxy, a majority vote in favor of a proposal is
required for approval of an agenda item.

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors of the Company proposes that the Company's
current directors standing for re-election and the newly nominated directors be
elected as directors and serve until the next Annual Meeting of the Stockholders
and continuing until their successors are elected and qualified. Unless
authority is withheld on the proxy it is the intention of the proxy holder to
vote for the persons standing for election named below.

Certain information concerning the directors, nominees, and executive
officers of the Company is set forth in the following table and in the
paragraphs following. Information regarding each such director's and executive

officer's ownership of voting securities of the Company appears as "Securities
Ownership of Certain Beneficial Owners and Management" below

NAME CURRENT POSITION WITH COMPANY DIRECTOR SINCE
---- ----------------------------- --------------
Bengt G. Odner Chairman September 2000

Kenneth R. Nichols, Director, Chief Executive Officer October 2001

David Johnson Director, Chief Operating Officer September 2000

Robert Marino Director Newly Nominated

John A. Donohoe, Jr. Director Newly Nominated

INDIVIDUALS STANDING FOR ELECTION

BENGT G. ODNER, age 48, is the Chairman of the Company. Mr. Odner
served as the Company's Chief Executive Officer from August, 1999 to September,
2000. On September 12, 2000, Mr. Odner was elected to the Board of Directors and
appointed Chairman. Mr. Odner is a director of Crystal Fund, Ltd., a Bermuda
mutual fund, and has been a director of Crystal Fund Managers, Ltd. since 1996.
From 1990 through 1995, Mr. Odner was the chairman of Altus Nord AB, a property
holding company specializing in Scandinavian properties and a wholly owned
subsidiary of Credit Lyonais Bank Park. Mr. Odner holds a masters in Business
Administration from Babson College.

KENNETH R. NICHOLS, age 53, was appointed as Chief Executive Officer
in August, 2001. Subsequently, Mr. Nichols was appointed as a member of the
Company's Board of Directors in October, 2001. Mr. Nichols founded Ventra Group,
Inc., a company that was listed on the Toronto Stock Exchange up until October,
2001 when it was acquired by a private company. Ventra Group is a leading
multi-million dollar, international auto parts maker and Tier 1 OEM Supplier.
Mr. Nichols served as Chairman and Chief Executive Officer of Ventra Group, Inc.
from its formation until February, 2001. In addition, Mr. Nichols has served as
Chairman of the Canadian Automotive Parts Manufacturing Association and in 1996
was the recipient of Ontario Business Magazine's Entrepreneur of the Year award.
Mr. Nichols has a BaSc degree in mechanical engineering from the University of
Waterloo.

DAVID JOHNSON, age 39, has served as the Company's Chief Operating
Officer from August 2000 through the present. Mr. Johnson was elected as a
director in September, 2000. He has been a consultant for Ventura Auto Collision
in Concord, Ontario since 1999. From 1989 to 1999, Mr. Johnson was a strategy
and marketing consultant to National Warehousing, Inc., Toronto, Ontario.
National Warehousing is engaged in automotive paint, material and handling
equipment. Additionally, since 1993, Mr. Johnson has served as Vice President
and director of the Oasis Group in Markham, Ontario. The Oasis Group is an
indoor golf practice and teaching facility.

ROBERT MARINO, age 46, currently serves a consultant to the Company
and is President of the Company's wholly owned subsidiary ESW America, Inc. and
has an extensive background in the field of combustion engine emissions,
combustion engine emission control technologies as well as government
regulations associated with federal certification and compliance of these
technologies. Mr. Marino founded Air-Testing Services in 1983 and Applied Diesel
Technology in 1993. Applied Diesel Technology focused on the design and
development of advanced emissions control technologies for diesel engines. Mr.
Marino has been granted and currently has patents pending for advanced exhaust
catalyst technologies for diesel engines. Mr. Marino holds a Bsc degree from
Allentown College.

JOHN A. DONOHOE, JR., age 46, has been a member of the Board of
Directors of Medquist, Inc. a Nasdaq Company since May, 1998. Mr. Donohoe joined
Medquist in May, 1994 as Executive Vice President of Transcriptions, Ltd. a
subsidiary of Medquist. Mr. Donohoe became Chief Operating Officer of Medquist
in November, 1995 and President in 1998. Mr. Donohoe had been employed by
Transcriptions, Ltd. since 1974 serving in numerous management capacities. Mr.
Donohoe served as a member of the Board of Directors of Medical Transcription
Industry Alliance from 1995 to 1999. Mr. Donohoe attended Lebanon Valley College
in Annile, Pennsylvania.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
-------------------------------------------------

During the fiscal year ended December 31, 2000, there was one meeting
of the Board of Directors, of which all Directors attended. The Company
presently does not have audit or compensation committees, but intends to appoint
committees in the near future.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
------------------------------------------------

The following table sets forth the compensation for each of the last
three (3) fiscal years earned by the Chief Executive Officer and each of the
most highly compensated executive officers for the fiscal year ended December
31, 2000 (the "Named Executives").

SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION SECURITIES
ANNUAL OTHER STOCK OTHER UNDERLYING
NAME YEAR SALARY BONUS COMPENSATION AWARDS COMPENSATION OPTIONS
---- ---- ------ ----- ------------ ------------------- -----------

Mark Nicole (1) 2000 $0 0 $118,003 0 0 100,000
Chief Executive 1999 $0 0 $0 0 0 0
Officer, Director 1998 $0 0 $0 0 0 0

Adam M. Oliver (2) 2000 $0 0 $9,995 0 0 200,000
President, 1999 $0 0 $4,100 0 0 0
Director 1998 $0 0 $0 0 0 0

Bengt Odner (3) 2000 $0 0 $0 0 0 200,000
Chairman 1999 $0 0 $0 0 0 0
1998 $0 0 $0 0 0 0

David Johnson (4) 2000 $0 0 $46,000 0 0 100,000
Chief Operating 1999 $0 0 $0 0 0 0
Officer, Director 1998 $0 0 $0 0 0 0

<FN>
--------
(1) Resigned on August 14,2001 without any disputes or disagreements with
the Company or its management.
(2) Resigned in September, 2000 without any disputes or disagreements with
the Company or its management.
(3) Receives reimbursement of up to $8,500 per month for verified expenses
incurred on behalf of the Company.
(4) Reflects pro-rated compensation from August 2000 through December 2000.
</FN>

APPOINTMENT/RESIGNATION OF OFFICERS AND DIRECTORS
-------------------------------------------------

On August 14, 2001, Mark Nicole resigned form his positions as Chief
Executive Officer and as a Director of the Company. On August 16, 2001 the Board
of Directors appointed Kenneth R. Nichols to serve as Chief Executive Officer of
the Company and subsequently appointed Mr. Nichols to the Board of Directors on
October 16, 2001.

OPTION GRANTS DURING FISCAL YEAR 2000
-------------------------------------

The following table provides information concerning options granted
to officers and directors during the Fiscal Year ended December 31, 2000 and
reflects the potential value of such options assuming 5% and 10% annual stock
appreciation.

PERCENT OF TOTAL POTENTIAL REALIZABLE
SHARES UNDERLYING VALUE AT ASSUMED ANNUAL
NUMBER OPTIONS RATES OF STOCK PRICE
OF SHARES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES IN EXERCISE EXPIRATION OPTION TERM
NAME OPTIONS FISCAL YEAR PRICE DATE 5% 10%
---- ------- ----------- ----- ---- -- ---

Bengt Odner 200,000 33% $1.00 May 25, 2002 $104,000 $134,000
Mark Nicole 100,000 16% $1.00 May 25, 2002 $52,000 $67,000
Adam M. Oliver 200,000 33% $1.00 May 25, 2002 $104,000 $134,000
David Johnson 100,000 16% $0.50 December 18, 2002 $47,000 $56,800

OPTION EXERCISES AND HOLDINGS
-----------------------------

The following table sets forth information concerning the exercise of
options during the last fiscal year and unexercised options held as of the end
of the fiscal year with respect to each of the named directors and executives:

Aggregate Option Exercises In Last Fiscal Year And Fiscal Year End Option Values

NUMBER OF SHARES VALUE OF UNEXERCISED
ACQUIRED VALUE UNDERLYING OPTIONS IN-THE-MONEY OPTIONS
ON EXERCISE REALIZED AT DECEMBER 31, 2000 AT DECEMBER 31, 2000 (1)
NAME # $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE

Bengt Odner --- --- 200,000 --- --- ---
Mark Nicole --- --- 100,000 --- --- ---
Adam M. Oliver 30,000 $22,500 170,000 --- --- ---
David Johnson --- --- 100,000 --- $22,000 ---

<FN>
(1) Calculated by multiplying the number of shares underlying options by the
difference between the closing price of the common stock as reported on
the Over-the-Counter Bulletin Board on December 31, 2000 and the exercise
price of the options.

</FN>

REMUNERATION OF NON-MANAGEMENT DIRECTORS
----------------------------------------

The Company does not presently compensate its directors for their
attendance at meetings of the Board of Directors, however, non-management
directors are reimbursed for verifiable expenses incurred during the course of
service to the Board of Directors and/or the Company provided said expenses are
approved by the Company.

COMPENSATION PLANS:

STOCK OPTIONS

THE 2000 NONQUALIFYING STOCK OPTION PLAN

The 2000 Nonqualifying Stock Option Plan (the "Plan") of
Environmental Solutions Worldwide, Inc. (the "Company") is for persons employed
or associated with the Company, including without limitation any employee,
director, general partner, officer, attorney, accountant, consultant or advisor.
The Plan is intended to advance the best interests of the Company by providing
additional incentive to those persons who have a substantial responsibility for
its management, affairs, and growth by increasing their proprietary interest in
the success of the Company, thereby encouraging them to maintain their
relationships with the Company. Further, the availability and offering of Stock
Options under the Plan supports and increases the Company's ability to attract,
engage and retain individuals of exceptional talent upon whom, in large measure,
the sustained progress growth and profitability of the Company for the
shareholders depends.

The Plan currently has 5,000,000 shares of Common Stock for issuance
upon exercise of options awarded under the Plan. Of the 5,000,000 option shares
under the Plan as of October 1, 2001 3,490,000 options had been granted leaving
1,510,000 option shares available for future grant under the Plan. Of the
remaining 1,510,000 option shares available for future grant, 1,000,000 option
shares have been granted by the Board of Directors/Committee as contingent
options leaving 510,000 option shares currently available for future grant under
the Plan.

The Board of Directors/Committee, subject to the provisions of the
Plan will designate participants, determine the terms and provisions of each
award, interpret the provisions of the Plan and supervise the administration of
the Plan. The Committee may, in its sole discretion, delegate certain
administrative responsibilities related to the Plan to Company employees or
outside consultants, as appropriate. The Committee shall determine any service
requirements and/or performance requirements pertaining to any stock awards
under the Plan.

An S-8 Registration for 5,000,000 shares of underlying common stock
originally authorized under the Plan was filed with the Securities and Exchange
Commission on May 18, 2000.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 29, 2000, the Company entered into a consulting agreement
with Dr. Bruno Benjamin Liber, to provide technical services regarding the
development of the Company's technology. Dr. Liber was the beneficial holder of
5,000,000 shares of the Company's common stock and was paid $5,400 per month as
consideration for his services. Dr. Bruno Benjamin Liber is the inventor of
catalytic converter technology that is incorporated into certain products of the
Company. Dr. Liber's consulting agreement with the Company expires January,
2002, however due to personal reasons, the Company accepted his resignation on
October 12, 2000 and terminated any further obligation under the agreement.

The Company's Chairman, Mr. Bengt Odner is a director of Crystal Fund
Ltd. a Bermuda Mutual Fund which holds 625,000 shares of the Company's common
stock. Mr. Odner disclaims any beneficial ownership or control of the shares
owned by Crystal Fund and takes no part in any decisions made by the Crystal
Fund with respect to its ownership interest in the shares. Additionally, Mr.
Odner receives up to $8,500 per month as reimbursement for verifiable expenses
incurred on behalf of the Company.

On December 5, 2000, the Company entered into an agreement with
Continental Capital & Equity Corporation ("CCEC"). CCEC is a financial relations
and direct marketing advertising firm specializing in the dissemination of
information about publicly traded companies and fostering a market awareness
campaign about the company which concluded September 20, 2001. A fee of $200,000
was paid, plus issuance of 165,000 shares of restricted common stock and 300,000
warrant shares at various exercise prices which expire 24 months following an
effective registration of the underlying shares.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Under the securities laws of the United States, the Company's
directors, executive officers, and any persons holding more than ten percent of
the Company's common stock are required to report their initial ownership of the
Company's common stock and any subsequent changes in their ownership to the
Securities and Exchange Commission. Specific due dates have been established by
the Commission, and the Company is required to disclose in this Proxy Statement
any failure to file by those dates. Based upon (I) the copies of section 16(a)
reports that the Company received from such persons for their 2000 fiscal year
transactions and (II) the written representations received from one or more of
such persons that no annual Form 5 reports were required to be filed for them
for the 2000 fiscal year, the Company believes that there has been compliance
with all Section 16(a) filing requirements applicable to such officers,
directors and ten-percent beneficial owners for such fiscal year except that Mr.
Johnson filed his Form 3 Initial Statements of Beneficial Ownership later than
the time prescribed by the Securities and Exchange Commission.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, to the best knowledge of the Company,
as of October 1, 2001, certain information with respect to (1) beneficial owners
of more than five percent (5%) of the outstanding common stock of the Company,
(2) beneficial ownership of shares of the Company's common stock by each
director and named executive; and (3) beneficial ownership of shares of common
stock of the Company by all directors and officers as a group.

Unless otherwise noted, all shares are beneficially owned and the
sole voting and investment power is held by the persons/entities indicated.

Based upon the aggregate of all shares of common stock issued and
outstanding as of October 1, 2001 in addition to shares issuable upon exercise
of options or warrants currently exercisable or becoming exercisable within 60
days and which are held by the individuals named on the table.

% OF
SHARES OF TOTAL COMMON
COMMON OPTIONS/ BENEFICIAL STOCK
NAME OF BENEFICIAL OWNER STOCK OTHER OWNERSHIP (1) OUTSTANDING
----------------- -------------- ---------------------- -------------------

Bengt Odner, Chairman 250,000 550,000(2) 800,000(3) 2.12%
250 Shield Court, Unit 3
Markham, Ontario
Canada L3R 9W7

David Johnson, Director, COO 4,500 450,000(4) 454,000 1.20%
250 Shield Court, Unit 3
Markham, Ontario
Canada L3R 9W7

Kenneth R. Nichols, Director, CEO --- --- --- ---
250 Shield Court, Unit 3
Markham, Ontario
Canada L3R 9W7

Robert Marino, Nominee 1,350,000 --- 1,350,000 3.57%
132 Penn Avenue
Telford, PA 18969

John A. Donohoe, Jr., Nominee 50,000 --- 50,000 .13%
Five Greentree Center
State Highway Rt. 73
Marhon, NJ 08053

Leon D. Black 1997 Five Year Trust (5) 1,500,000 --- 1,500,000 3.97%
1301 Avenue of the Americas
New York, NY 10019

Leon D. Black (6) 150,000 150,000(7) 300,000 .79%
1301 Avenue of the Americas
New York, NY 10019

Leon D. Black Trust UAD (8)
11/30/92 FBO Alexander Black 150,000 150,000(7) 300,000 .79%
1301 Avenue of the Americas
New York, NY 10019

Leon D. Black Trust UAD (9)
11/30/92 FBO Benjamin Black 150,000 150,000(7) 300,000 .79%
1301 Avenue of the Americas
New York, NY 10019

Leon D. Black Trust UAD (10) .79%
11/30/92 FBO Joshua Black 150,000 150,000(7) 300,000
1301 Avenue of the Americas
New York, NY 10019

Leon D. Black Trust UAD (11)
11/30/92 FBO Victoria Black 150,000 150,000(7) 300,000 .79%
1301 Avenue of the Americas
New York, NY 10019

All current directors and executive 254,500 1,000,000 1,254,500 3.32%
Officers as a group

<FN>
--------------
(1) Computed on the basis of 37,804,874 shares of common stock outstanding,
plus, in case of any person deemed to own shares of common stock as a
result of owning options, warrants, or rights to purchase common stock
exercisable within 60 days of October 1, 2001.

(2) Includes 200,000 option shares exercisable at $1.00 which lapse May 25,
2002; 250,000 option shares exercisable at $.50 which lapse April 18, 2004;
and 100,000 option shares exercisable at $.50 which lapse May 30, 2004.

(3) The shares listed as beneficially owned by Mr. Odner exclude 625,000 shares
held by Crystal Fund Ltd., a Bermuda mutual fund, of which Mr. Odner is a
director. Mr. Odner disclaims any beneficial ownership and has represented
that he does not take any role in the Crystal Funds investment in the
Company.

(4) Includes 100,000 option shares, exercisable at $.50 which lapse December
18, 2002; 250,000 option shares exercisable at $.50 which lapse April 18,
2004; and 100,000 option shares exercisable at $.50 which lapse May 30,
2004.

(5) Excludes shares and warrants owned by Leon D. Black, Leon D. Black Trust
UAD 11/30/92 FBO Alexander Black, Leon D. Black Trust UAD 11/30/92 FBO
Benjamin Black, Leon D. Black Trust UAD 11/30/92 FBO Joshua Black and Leon
D. Black Trust UAD 11/30/92 FBO Victoria Black for which the beneficial
owner disclaims beneficial ownership.

(6) Excludes shares and warrants owned by Leon D. Black 1997 Five Year Trust,
Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, Leon D. Black Trust
UAD 11/30/92 FBO Benjamin Black, Leon D. Black Trust UAD 11/30/92 FBO
Joshua Black and Leon D. Black Trust UAD 11/30/92 FBO Victoria Black for
which the beneficial owner disclaims beneficial ownership.

(7) Warrants to purchaser 150,000 shares of common stock.

(8) Excludes shares and warrants owned by Leon D. Black 1997 Five Year Trust,
Leon D. Black, Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, Leon D.
Black Trust UAD 11/30/92 FBO Joshua Black and Leon D. Black Trust UAD
11/30/92 FBO Victoria Black for which the beneficial owner disclaims
beneficial ownership.

(9) Excludes shares and warrants owned by Leon D. Black 1997 Five Year Trust,
Leon D. Black, Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, Leon
D. Black Trust UAD 11/30/92 FBO Joshua Black and Leon D. Black Trust UAD
11/30/92 FBO Victoria Black for which the beneficial owner disclaims
beneficial ownership.

(10) Excludes shares and warrants owned by Leon D. Black 1997 Five Year Trust,
Leon D. Black, Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, Leon
D. Black Trust UAD 11/30/92 FBO Benjamin Black and Leon D. Black Trust UAD
11/30/92 FBO Victoria Black for which the beneficial owner disclaims
beneficial ownership.

(11) Excludes shares and warrants owned by Leon D. Black 1997 Five Year Trust,
Leon D. Black, Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, Leon
D. Black Trust UAD 11/30/92 FBO Benjamin Black and Leon D. Black Trust UAD
11/30/92 FBO Joshua Black for which the beneficial owner disclaims
beneficial ownership.

</FN>

PROPOSAL 1: THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR"
THE ELECTION OF THE FIVE (5) NOMINATED DIRECTORS

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected Goldstein and Morris Certified
Public Accountants P.C. as the Company's independent auditors for the fiscal
years ended December 2000 and 2001. At its board meeting on February 5, 2001,
the Board of Directors engaged Goldstein and Morris, Certified Public
Accountants, as its independent auditor for its fiscal year ending December 31,
2000. On February 5, 2001, the accounting firm of Daren, Martenfeld, Carr, Testa
and Company LLP ("MCTC') was dismissed as the Company's independent auditors as
a result of the Company's decision to retain a U.S. accounting firm to act as
its auditors and discontinue further auditing services by the Canadian
accounting firm MCTC. There were no disagreements on matters of accounting
principles and practices, financial disclosure, and reportable events between
the Company and MCTC. Prior to the foregoing and during the Company's two most
recent fiscal years and all subsequent interim periods preceding such dismissal,
the reports on the financial statements prepared by MCTC have contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles. Representatives of
Goldstein and Morris are expected to be present at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION
OF SELECTION OF INDEPENDENT AUDITORS.

PROPSOAL 3: AMENDMENT TO THE ARTICLES OF INCORPORATION INCREASING THE NUMBER OF
SHARES OF AUTHORIZED COMMON STOCK.

The Board of Directors has resolved to increase the authorized number
of common shares available for issuance. The Company is currently authorized to
issue up to 50,000,000 shares of its Common Stock. As of the record date for the
Company's Annual Meeting there were 38,154,874 shares issued and outstanding. In
addition to the common shares outstanding, the Company is obligated pursuant to
certain option and warrant agreements to issue an aggregate of 6,285,000
additional shares provided the option and warrants are exercised or converted.
If all options and warrants are exercised or converted, the Company will have a
total of 44,439,874 shares of Common Stock issued and outstanding leaving the
Company with a balance of 5,560,126 shares authorized but unissued. While an
increase in authorized shares can permit the additional shares to be used in
certain anti-take over measures or in connection with a merger, the Company
presently has no such plans if additional shares of Common Stock are authorized
by stockholders. Additionally, the issuance of additional common shares may be
dillutive to existing stockholders, however the Board of Directors believes that
an increase in the authorized shares is in the best interest of shareholders as
the Company will be in position to continue with its stock option plan as well
as future equity financing required for further growth and development of the
Company's business plan. Failure to approve this proposal may prevent the
Company from conducting future financing and/or issuance of additional options
or warrants.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE AMENDMENT
TO THE ARTICLES OF INCORPORATION TO PERMIT AN INCREASE IN THE AUTHORIZED SHARES
OF COMMON STOCK FROM 50,000,000 TO 100,000,000 SHARES.

PROPOSAL 4: RATIFICATION OF THE RESOLUTION TO INCREASE THE AUTHORIZED NUMBER OF
STOCK OPTIONS UNDER THE COMPANY'S 2000 NONQUALIFIED STOCK OPTION PLAN.

The Board of Directors has resolved to increase the authorized number
of stock options under the Company's 2000 Nonqualifying Stock Option Plan from
5,000,000 to 10,000,000 option shares. The increase in the authorized shares
available under the 2000 Nonqualifying Stock Option Plan is necessary for the
continued granting of option awards to employees in the form of non-qualified
stock options, and other performance-related or non-restricted stock awards. The
Board of Directors believes that the increase in authorized shares is necessary
so that the Company can continue to provide its employees and consultants with
incentive compensation opportunities which are highly motivational. The Board
further believes that the flexibility of the incentive awards provided for by
the 2000 Nonqualifying Stock Option Plan will enhance the effectiveness and cost
efficiency of the Company's management incentive program and is in the best
interest of shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" AN INCREASE
IN THE AUTHORIZED NUMBER OF OPTIONS UNDER THE COMPANY'S 2000 NONQUALIFIED STOCK
OPTION PLAN FROM 5,000,0000 TO 10,000,0000 SHARES.

PROPOSAL 5: AMENDMENT TO THE ARTICLES OF INCORPORATION TO PERMIT THE BOARD OF
DIRECTORS TO AMEND THE COMPANY BY-LAWS AS REQUIRED AND IN ACCORDANCE WITH
FLORIDA LAW.

The Board of Directors has proposed that shareholders approve an
amendment to the Articles of Incorporation to permit the Board of Directors
authority to amend the Company By-laws in accordance with Florida law.
Specifically ss. 607.1020 of the Florida Statutes Annotated provides in part
that a corporation's board of directors may amend or repeal the corporation's
by-laws unless the articles of incorporation reserves the power to amend the
by-laws to the shareholders. The Company's amended Articles of Incorporation
provide that for purposes of convening an annual meeting, a quorum is
established with the presence of one-third of shares entitled to vote at a
meeting of shareholders, in accordance with ss. 607.0725(5) of the Florida
Statutes Annotated. However the original By-laws of the Company still state that
a quorum constitutes a majority of shares entitled to vote at a meeting of
shareholders. The Board of Directors believes that the amendment to the Articles
of Incorporation to permit the Board to resolve the inconsistency between the
By-laws adn Amended Articles of Incorporation is in the best interest of the
shareholders as it will permit the Board to make necessary amendments to the
By-laws in a timely manner without the cost that may be associated with
convening a meeting of shareholders wherein a simple majority of all outstanding
shares issued would be required to amend the By-laws as opposed to the lesser
quorum comprised of one-third or more of all shares entitled to vote at a
meeting of shareholders needed to amend the Articles of Incorporation. Failure
to approve this proposal will not adversely affect the Company as the Company
has previously amended it's Articles of Incorporation to provide for purposes of
a meeting of shareholders that a quorum constitutes one-third of shares entitled
to vote.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION
OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO PERMIT THE SPECIAL
AMENDMENT TO THE BY-LAWS AT THE DISCRETION OF THE BOARD IN ACCORDANCE WITH
FLORIDA LAW.

DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS

Rules of the Securities and Exchange Commission require that any
proposal by a stockholder must be received by the Company for consideration at
the 2002 Annual Meeting of Stockholders no later than April 8, 2002 if any such
proposal is to be eligible for inclusion in the Company's Proxy materials for
its 2002 Annual Meeting. Under such rules the Company is not required to include
stockholder proposals in its proxy materials unless certain other conditions
specified in such rules are met.

OTHER MATTERS

Management of the Company is not aware of any other matters to be
presented for action at the Annual Meeting other than those mentioned in the
Notice of Annual Meeting of Stockholders and referred to in this proxy.

COMMON STOCK PERFORMANCE

As part of the executive compensation information presented in the
Proxy Statement, the Securities and Exchange Commission requires a five-year
comparison of stock performance of the Company with the stock performance of
appropriate smaller companies. The Company has selected the NASDAQ Composite
Index (US) for the S & P Auto Parts & Equipment Index for stock performance
comparison. The chart reflects the NASDAQ index from the period from which the
Company's stock commenced trading.

Performance Graph

The graph depicted below shows the Company's stock price as an index
assuming $100 invested on January 19, 1999, along with the composite prices of
companies listed in the NASDAQ Stock Market (U.S.) Index and the S&P Auto Parts
& Equipment Index.

COMPARISON OF ONE YEAR CUMULATIVE TOTAL RETURN* AMONG
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX,
AND THE S & P AUTO PARTS & EQUIPMENT INDEX

ESW Nasdaq Comp S & P Auto Parts
January 19, 1999 100.00 100.00 100.00
March-99 606.20 112.14 92.26
June-99 425.00 122.79 99.53
September-99 312.60 125.78 85.62
December-99 400.00 185.62 79.14
March-00 600.00 208.61 80.30
June-00 250.00 180.94 68.04
September-00 350.00 167.56 69.15
December-00 144.00 112.71 58.93

Note

* $100 invested on 1/19/99 in company stock or on 12/31/98 in comparison index
including reinvestment of dividends. Fiscal year ending December 31.

The Stock Price Performance Graph above shall not be deemed
incorporated by reference by a general statement incorporating by reference the
Proxy Statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.

VOTING PROCEDURE

Under Florida law, each holder of record is entitled to vote the
number of shares owned by the shareholder for any agenda item.
The Company is not aware of any other agenda item to be added to the
agenda, as it has not been informed by any stockholder of any request to do so.

There are no matters on the agenda that involve rights of appraisal
of a stockholder. The Company incorporates by reference all items and matters
contained in its Form 10-KSB for the Fiscal Year ended December 31, 2000 as
filed with the Securities and Exchange Commission in addition to Form 10-QSB and
Form 8-K Reports as filed with the Commission.

BY ORDER OF THE BOARD OF DIRECTORS
Dated: November 1, 2001
Markham, Ontario
/S/
----------------------------------
Bengt G. Odner
Chairman of the Board

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
250 SHIELDS COURT, UNIT #3
MARKHAM, ONTARIO CANADA L3R 9W7
------
PROXY
------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Bengt G. Odner, Kenneth R. Nichols,
David Johnson, Robert Marino and John A. Donohoe, Jr. as proxies each with the
power to appoint his substitute and hereby authorizes them to represent and to
vote as designated below all shares of common stock of Environmental Solutions
Worldwide, Inc. held on record by the undersigned on November 1, 2001 at the
Annual Meeting of Stockholders to be held on November 29, 2001 at 10:00 a.m. at
the Sheraton Parkway Toronto North, 600 Highway 7 East, Richmond Hill, Ontario
Canada, or any adjournment thereof.

1. ELECTION OF DIRECTORS NOMINEES: Bengt G. Odner, Kenneth R. Nichols, David
Johnson, Robert Marino and John A. Donohoe, Jr.

[ ] FOR ALL NOMINEES LISTED [ ] WITHHOLD AUTHORITY
(Except as marked to the to vote for all nominees listed
contrary below)

(Instruction: To withhold authority to vote for any individual nominee write
the name in the space provided below.)
--------------------------------------------------------------------------------

2. PROPOSAL TO RATIFY THE APPOINTMENT OF GOLDSTEIN AND MORRIS CERTIFIED PUBLIC
ACCOUNTANTS P.C. AS INDEPENDENT ACCOUNTANTS OF THE CORPORATION.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. PROPOSAL TO RATIFY AND APPROVE THE BOARD OF DIRECTORS' RESOLUTION TO AMEND
THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FORM 50,000,000 TO 100,000,000 SHARES OF COMMON STOCK.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. PROPOSAL TO RATIFY AND APPROVE THE BOARD OF DIRECTORS' RESOLUTION TO INCREASE
THE AUTHORIZED NUMBER OF STOCK OPTIONS UNDER THE COMPANY'S 2000 NON-QUALIFIED
STOCK OPTION PLAN FROM 5,000,000 SHARES TO 10,000,000 SHARES.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. PROPOSAL TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO PERMIT
THE BOARD OF DIRECTORS TO AMEND THE COMPANY BY-LAWS TO CONFORM WITH THE
PREVIOUSLY APPROVED AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION IN
ACCORDANCE WITH FLORIDA LAW.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

In their discretion the proxies are authorized to vote upon such
other further business as may properly come before the meeting. This proxy when
properly executed will be voted in the manner directed herein by the undersigned
stockholder. If no direction is provided, this proxy will be voted FOR Proposals
1, 2, 3, 4, and 5.

Please sign exactly as name appears
below. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.

Dated: ___________________________, 2001

----------------------------------------
Signature

----------------------------------------
Signature if held jointly

Please mark, sign, date and return the proxy card promptly using the enclosed
envelope.