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

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Check the appropriate box:

|_| Definitive Additional Materials

|_| Soliciting Material Pursuant to (section)240.14a-12

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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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:

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(4) Date Filed:

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

335 Connie Crescent
Concord, Ontario, Canada L4K 5R2

May 24, 2005

Dear Stockholder,

You are cordially invited to attend Environmental Solutions Worldwide's
Annual Meeting of Stockholders on Thursday June 23rd, 2005. The meeting will
begin promptly at 11:00A.M. local time at the Renaissance Parque, 2800 Highway
#7 West, Concord, Ontario, Canada L4K 1W8 the phone number is (905)669-4365.

The official Notice of Annual Meeting of Stockholders, Proxy Statement,
form of proxy and 2004 Annual Report to Stockholders are included with this
letter. The matters listed in the Notice of Annual Meeting of Stockholders are
described in detail in the Proxy Statement.

Your vote is important. Whether or not you plan to attend the annual
meeting, I urge you to either complete, sign and date the enclosed proxy card
and return it in the accompanying envelope or if you own shares in street name
vote your shares using the telephone or over the internet and if you are a
shareholder of record vote your shares by fax, as soon as possible so that your
stock may be represented at the meeting.

If you plan to attend the meeting in person, kindly mark your proxy
card in the appropriate box or email us at eswagm@cleanerfuture.com. I look
forward to seeing you at our annual meeting.

Sincerely,

Nitin Amersey
Chairman

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
335 Connie Crescent
Concord, Ontario, Canada L4K 5R2
(905) 695-4142

Notice of Annual Meeting of Stockholders
To Be Held June 23, 2005

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Environmental
Solutions Worldwide, Inc. (the "Company") will be held at Renaissance Parque,
2800 Highway #7 West, Concord, Ontario, Canada L4K 1W8 on June 23, 2005, at 11
a.m. (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 Mintz & Partners, LLP as the
independent registered public accountants for the Company's fiscal
year ending December 31, 2005.

(3) To ratify and approve the Board of Directors' resolution to increase
the authorized number of stock options under the Company's 2002
Stock Option Plan from 1,000,000 shares to 5,000,000 shares.

(4) To ratify and approve the Board of Directors' resolution to amend
the Articles of Incorporation to increase the number of authorized
shares of common stock from 100,000,000 shares to 125,000,000 shares
of common stock.

(5) To approve the Board of Directors resolution to amend the Articles
of Incorporation to authorize a class of preferred stock.

(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 May 20, 2005 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 THAT HAS BEEN PROVIDED. IN
THE EVENT YOU ARE ABLE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE
YOUR SHARES IN PERSON.

May 24, 2004 By Order of the Board of Directors
Concord, Ontario ----------------------------------

/s/ NITIN AMERSEY
----------------------------------
Nitin Amersey
Chairman of the Board

PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 23, 2005

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
Renaissance Parque, 2800 Highway #7 West, Concord, Ontario, Canada L4K 1W8 on
Thursday June 23, 2005 at 11:00 am and any adjournment or adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. 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 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 May 26, 2005. The Company's 2004 Annual Report to its
stockholders on form 10-KSB, filed electronically (EDGAR System) with the
Securities and Exchange Commission ("SEC") on March 31, 2005 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. In addition to solicitation of proxies by mail,
solicitations may be made by certain directors, officers and other employees of
the Company by personal interview, telephone or facsimile. No additional
compensation will be paid for such solicitation and no solicitation is planned
beyond the foregoing. The Company will request brokers and nominees who hold
stock in their names to furnish proxy materials to beneficial owners of such
shares and will reimburse such brokers and nominees for their reasonable
expenses incurred in forwarding solicitation material to such beneficial owners.

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 335 Connie
Crescent, Concord, Ontario, Canada L4K 5R2. The telephone number is (905)
695-4142.

OUTSTANDING SHARES AND VOTING RIGHTS

The only security entitled to vote at the Annual Meeting is the Company's common
stock, par value $0.001 per share (the "Common Stock"). The Board of Directors
has fixed May 20, 2005 at the close of business, as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting or any adjournment or adjournments thereof. At May 20, 2005 there were
52,577,784 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 and
By-laws, 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 the proposals
one, two and three presented to Stockholders is required for approval of the
agenda items. Proposals four and five will require approval of a majority of
shares issued and outstanding as of the record date.

QUESTIONS AND ANSWERS ABOUT
THE MEETING AND VOTING

1. WHAT IS A PROXY?

It is your legal designation of another person to vote the stock you
own. That other person is called a proxy. If you designate someone as your proxy
in a written document, that document also is called a proxy or a proxy card. We
have designated our current directors standing for re-election as proxies for
the 2005 Annual Meeting of Shareowners. These directors are Nitin M. Amersey,
David J. Johnson and Bengt G. Odner.

2. WHAT IS A PROXY STATEMENT?

It is a document that the Securities and Exchange Commission ("SEC")
regulations require us to give you when we ask you to sign a proxy card
designating Nitin M. Amersey, David J. Johnson and Bengt G. Odner, as proxies to
vote on your behalf.

3. WHAT IS THE DIFFERENCE BETWEEN A SHAREOWNER OF RECORD AND A SHAREOWNER WHO
HOLDS STOCK IN STREET NAME?

If your shares are registered in your name, you are a shareowner of
record.

If your shares are held in the name of your broker or bank, your shares
are held in street name.

4. HOW DO I GET AN ADMISSION CARD TO ATTEND THE MEETING?

If you are a shareowner of record, your admission card is your proxy
card. You will need to bring it or a copy of it with you to the meeting.

If you own shares in street name, bring your most recent brokerage
statement with you to the meeting. We can use that to verify your ownership of
Common Stock and admit you to the meeting; HOWEVER, YOU WILL NOT BE ABLE TO VOTE
YOUR SHARES AT THE MEETING WITHOUT A LEGAL PROXY (DESCRIBED IN QUESTION 5).
Please note that if you own shares in street name and you request a legal proxy,
any previously executed proxy will be revoked, and your vote will not be counted
unless you appear at the meeting and vote in person or legally appoint another
proxy to vote on your behalf.

You will also need to bring a photo ID to gain admission.

5. HOW CAN I VOTE AT THE MEETING IF I OWN SHARES IN STREET NAME?

You will need to ask your broker or bank for a legal proxy. You will
need to bring the legal proxy with you to the meeting. You will not be able to
vote your shares at the meeting without a legal proxy. Please note that if you
request a legal proxy, any previously executed proxy will be revoked and your
vote will not be counted unless you appear at the meeting and vote in person or
legally appoint another proxy to vote on your behalf. If you do not receive the
legal proxy in time, you can follow the procedures as described in Question 4 to
gain admission to the meeting.

6. WHAT DIFFERENT METHODS CAN I USE TO VOTE?

BY WRITTEN PROXY. All shareowners can vote by written proxy card.

IN PERSON. All shareowners may vote in person at the meeting (unless
they are street name holders without a legal proxy, as described in question 5).

If you own shares in street name you may also vote via the Internet and
telephone, as noted on the proxy card.

If you are a shareholder of record, you may also vote via fax as noted
on the proxy card.

7. WHAT IS THE RECORD DATE AND WHAT DOES IT MEAN?

The record date for the 2005 Annual Meeting of Shareowners is May 20,
2005. The record date is established by the Board as required by Florida law.
Owners of record of Common Stock at the close of business on the record date are
entitled to:

(a) receive notice of the meeting, and

(b) vote at the meeting and any adjournments or postponements of the
meeting.

8. HOW CAN I REVOKE A PROXY?

Shareowners can revoke a proxy prior to the completion of voting at the
meeting by:

(a) giving written notice to the Office of the Secretary of the
Company,

(b) delivering a later-dated proxy, or

(c) voting in person at the meeting (unless they are street name
holders without a legal proxy, as described in question 5).

9. ARE VOTES CONFIDENTIAL? WHO COUNTS THE VOTES?

We will hold the votes of all shareowners in confidence from directors,
officers and employees except:

(a) as necessary to meet applicable legal requirements and to assert or
defend claims for or against the Company,

(b) in case of a contested proxy solicitation,

(c) if a shareowner makes a written comment on the proxy card or
otherwise communicates his or her vote to management, or

(d) to allow the independent inspectors of election to certify the
results of the vote. We may retain an independent tabulator to
receive and tabulate the proxies and independent inspectors of
election to certify the results.

10. WHAT ARE MY VOTING CHOICES WHEN VOTING FOR DIRECTOR NOMINEES, AND WHAT VOTE
IS NEEDED TO ELECT DIRECTORS?

In the vote on the election of five Director nominees to serve until
the next Annual Meeting of Shareowners, shareowners may:

(a) vote in favor of all nominees,

(b) withhold votes as to all nominees, or

The Board recommends a vote FOR each of the nominees.

11. WHAT ARE MY VOTING CHOICES WHEN VOTING ON THE RATIFICATION OF THE
APPOINTMENT OF MINTZ & PARTNERS, LLP. AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS, AND WHAT VOTE IS NEEDED TO RATIFY THE APPOINTMENT?

In the vote on the ratification of the appointment of Mintz & Partners,
LLP. as independent auditors, shareowners may:

(a) vote in favor of the ratification,

(b) vote against the ratification, or

The proposal to ratify the appointment of Mintz & Partners LLP as
independent auditors will require approval by a majority of the votes cast by
the holders of the shares of Common Stock voting in person or by proxy at the
meeting.

The Board recommends a vote FOR this proposal.

12. WHAT ARE MY VOTING CHOICES WHEN VOTING ON THE RATIFICATION OF THE INCREASE
IN SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE COMPANY'S 2002
STOCK OPTION PLAN, AND WHAT VOTE IS NEEDED TO RATIFY THE PROPOSAL?

In the vote on the ratification of the increase in shares of common
stock available for issuance under the Company's 2002 Stock Option Plan,
shareowners may:

(a) vote in favor of the ratification,

(b) vote against the ratification, or

The proposal to ratify the increase in shares available for issuance
under the 2002 Stock Option Plan will require approval by a majority of the
votes cast by the holders of the shares of Common Stock voting in person or by
proxy at the meeting.

The Board recommends a vote FOR this proposal.

13. WHAT ARE MY VOTING CHOICES WHEN VOTING ON THE PROPOSAL TO AMEND THE ARTICLES
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
AVAILABLE FOR ISSUANCE AND WHAT VOTE IS NEEDED TO RATIFY THE PROPOSAL?

In the vote on the proposal to amend the Articles of Incorporation to
increase the number of authorized shares of common stock available for issuance
from treasury, shareowners may:

(a) vote in favor of the proposal,

(b) vote against the proposal, or

The proposal to amend the Articles of Incorporation to increase the
number of authorized shares of common stock will require approval by a majority
of shares of Common Stock as of the record date for the annual meeting.

The Board recommends a vote FOR this proposal.

14. WHAT ARE MY VOTING CHOICES WHEN VOTING ON THE PROPOSAL TO AMEND THE ARTICLES
OF INCORPORATION TO AUTHORIZE A CLASS OF PREFERRED STOCK?

In the vote on the proposal to amend the Articles of Incorporation to
authorize a class of preferred stock, shareowners may:

(a) vote in favor of the proposal,

(b) vote against the proposal, or

The proposal to amend the Articles of Incorporation to authorize a
class of preferred stock will require approval by a majority of shares of Common
Stock as of the record date for the annual meeting.

The Board recommends a vote FOR this proposal.

15. WHAT IF I DO NOT SPECIFY A CHOICE FOR A MATTER WHEN RETURNING A PROXY?

Shareowners should specify their choice for each matter on the enclosed
proxy. If no specific instructions are given, proxies which are signed and
returned will be voted FOR the election of all Director nominees, FOR the
proposal to ratify the appointment of Mintz & Partners LLP as independent
registered auditors, FOR an increase in the authorized shares under the
Company's 2002 Stock Option Plan, FOR an amendment to the Articles of
Incorporation increasing the number of authorized shares of common stock and FOR
an amendment to the Articles of Incorporation authorizing a class of preferred
stock.

16. HOW ARE ABSTENTIONS AND BROKER NON-VOTES COUNTED?

Abstentions and broker non-votes will be counted towards determining
whether a quorum is present but will not be included in vote totals.

17. DOES THE COMPANY HAVE A POLICY ABOUT DIRECTORS' ATTENDANCE AT THE ANNUAL
MEETING OF SHAREOWNERS?

The Company does not have a policy about Directors' attendance at the
Annual Meeting of Shareowners. All of the Directors attended the Company's last
Annual Meeting of Shareowners.

18. HOW ARE PROXIES SOLICITED AND WHAT IS THE COST?

We bear all expenses incurred in connection with the solicitation of
proxies. We will reimburse brokers, fiduciaries and custodians for their costs
in forwarding proxy materials to beneficial owners of Common Stock held in their
names. Our Directors, officers and employees may also solicit proxies by mail,
telephone and personal contact. They will not receive any additional
compensation for these activities.

PROPOSAL 1:
ELECTION OF DIRECTORS

The Board of Directors of the Company proposes that the Company's directors
standing for re-election as well as the new director nominees be elected as
directors and serve until the next Annual Meeting of the Stockholders and
continue 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, director nominees and the
executive officers of the Company is set forth in the following table and in the
paragraphs following. Information regarding each such director, director nominee
and executive officer's ownership of voting securities of the Company appears in
"Securities Ownership of Certain Beneficial Owners and Management" below.

NAME POSITION DIRECTOR SINCE
---- -------- --------------
Nitin M. Amersey Non-Executive Chairman, January 2003
David J. Johnson Chief Executive Officer, September 2000
President and Director
Bengt G. Odner Director September 2000
Joey Schwartz Chief Financial Officer Nominee
Stan Kolaric Chief Operating Officer Nominee

INDIVIDUALS STANDING FOR ELECTION

NITIN M. AMERSEY, age 53, has over thirty years of experience in international
trade, marketing and corporate management. Mr. Amersey was elected as a director
in November 2002 and was appointed interim Chairman of the Board in May 2004 and
subsequently was appointed Chairman of the Board in December 2004. Mr. Amersey
has served as a member of the Company's board since January 2003. He has
successfully developed and implemented corporate strategic and financial plans
for a wide variety of companies. Since 1978, Mr. Amersey has been President of
Scothalls Limited, a general trading agency firm. Mr. Amersey has served as
President of Circle Tex Corp., a web site development and management firm since
2001. From 1988 to 2000, he was Chairman and CEO of The Caribbean Sea Island
Cotton Company Ltd. He is also a partner of Amersey Damoder, a raw cotton
merchant firm, located in Bombay, India. Mr. Amersey is also Chairman of Door to
Door Settlement Services Inc., a real estate notary firm. Mr. Amersey is
Chairman and CEO of Ugomedia Interactive Corp., an Over the Counter Bulletin
Board company. Mr. Amersey has a Masters of Business Administration degree from
the University of Rochester, Rochester, N. Y. and a Bachelor of Science in
Business from Miami University, Oxford, Ohio.

DAVID J. JOHNSON, age 43, served as the Company's Chief Operating Officer from
August 2000 through November 2001 and served as Senior Vice President of Sales
and Marketing from November 2001 until May 2004. Mr. Johnson was elected as a
director in September 2000. In addition to serving as a director, On May 1, 2004
he was appointed as the Interim Chief Executive Officer and president and was
subsequently appointed President, CEO, and acting Chief Financial Officer in
December 2004. From 1989 to 1999, Mr. Johnson was a strategy and marketing
consultant to National Warehousing, Inc. Toronto, Ontario. Mr. Johnson attended
Tollgate Tech. Secondary, Mohawk Collage and Devry Institute of Technologies.

BENGT G. ODNER, age 52, has served as a director of the Company since September
2000. He served as the Company's Chairman from September 2000 through October
2002. Mr. Odner has also served as the Company's Chief Executive Officer from
August 1999 to September 2000 and as interim Chief Executive Officer from
February 2002 to July 2002. Mr. Odner was a director of Crystal Fund Ltd., a
Bermuda mutual fund, and was a director of Crystal Fund Managers, Ltd. from 1996
until January 2003. 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 Paris. Mr. Odner holds a
masters degree in Business Administration from Babson College.

JOEY SCHWARTZ, age 45, has 23 years experience in financial management, business
strategy development and Marketing. Mr. Schwartz was appointed as Chief
Financial Officer of the Company effective May 23, 2005. Prior to that Mr.
Schwartz has served in various consulting positions involving organizational
development, corporate compliance, legal affairs and finance for the Company and
it's wholly owned subsidiary ESW Canada, Inc. Mr. Schwartz served as a Senior
Vice President of ESW Canada, and Chief Financial Officer, during various
periods from February 2001 to February 2003 and currently from September 2004
where he directed all financial affairs of the Company's subsidiary including
financial planning, tax, treasury and risk management. Prior to his association
with the Company and its subsidiary, Mr. Schwartz consulted for several
companies in different industries including Identicam Systems Canada Ltd., which
was recently acquired under the GE Infrastructure security group of companies.
He was President and strategic partner of Empereau Manufacturing, for over 18
years, a manufacturing company supplying products to the commercial
specification and construction industry as well as government procurement. Mr.
Schwartz graduated on the dean's honor roll from York University where he
received a Bachelor of Arts Degree in Economics and Mathematics.

STAN KOLARIC, age 57, was appointed as Chief Operating Officer of the Company
effective May 23, 2005. Prior to that Mr. Kolaric served as a consultant to the
Company and it's wholly owned subsidiary ESW Canada Inc. since September 2004.
Over the past thirty years, Mr. Kolaric has worked with BIC Incorporated as the
Engineering Manager for North America from 1972 to 1984, Sommerville Belkin
Group (currently Cascade Inc.) as their Engineering-Operation Manager from 1984
to 1996 and Thermo Tech Technologies (TTRIF) as Vice-President of Engineering
1996 to 1997. Mr. Kolaric successfully managed many key projects from the design
and development stage through construction and manufacturing, including design
and start up of a new facilities in Mexico City for BIC Inc. Mr. Kolaric's also
managed the relocation and setup of a new 350,000 sq. ft. production facility
for Sommerville Belkin in Mississauga Ontario and was responsible for designing
Thermo Tech Technologies, "Thermo Master Plan", equipment and systems which
recycled organic waste into commercial products. Since 1997 Mr. Kolaric has
consulted with various companies. He currently is a director of IBL Structural
Steel, Inc. Mr. Kolaric graduated from the University of Ljubljana with Master
Degree of Science and Mechanics.

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

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During the fiscal year ended December 31, 2004, there were eight meetings of the
board of directors, of which all Directors attended at least 85% of the
meetings. The Company's board of directors has recently adopted a code of ethics
intended to promote ethical conduct by all those acting on behalf of the
Company. The code of ethics is appended to this proxy as Exhibit I.

The Company presently does not have audit or compensation committees, but rather
has its current independent directors serve in such capacity. The Company is
exploring reconstituting the committees. The proposed audit committee would be
responsible for making recommendations to the Company regarding the selection of
independent accountants, conferring with the independent accountants and
reviewing the scope and fees of the prospective annual audit and the results of
their work. The audit proposed committee would also review the Company's
financial statements and the adequacy of the internal auditing, accounting,
financial controls and procedures. The proposed compensation committee would be
responsible for reviewing and approving all compensation packages given to
employees and consultants. The compensation committee would also oversee the
administration of the Company stock option plan.

COMPENSATION OF 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 (the "Named Executives").

SUMMARY COMPENSATION TABLE

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

NAME AND PRINCIPAL POSITION

David Johnson (1) 2004 $150,000 $3,125 $17,538 600,000
Director, Chief Executive Officer,
President and Acting
Chief Financial Officer 2003 $ 72,000 $ -- $ 300 150,000
2002 $ 72,000 $ -- $ --

Robert R. Marino (2) 2004 $150,000 $3,125 $ 7,325 150,000
Vice President 2003 $ 75,000 $ -- $ 300 150,000
Director 2002 $ 75,000 $ -- $ --

Bengt Odner (3) 2004 $ -- $ -- $ -- 850,000
2003 $ -- $ -- $ -- 50,000
2002 $ -- $ -- $ --

1 Mr. Johnson initially received consulting fees. He subsequently became a
full time employee of the Company's wholly owned subsidiary, ESW Canada,
Inc. and was paid at the annual rate of $72,000. He also received options
for 150,000 shares from the Company's 2002 Stock Option Plan ratified in
August 2003 with a per share exercise price of $0.27 (fair market value at
the date of grant). The options expire ten years from the date of issuance
and vest over three years. In 2001 Mr. Johnson received 350,000 options at
a per share exercise price of $0.50 of which 100,000 lapsed. In August
2004, Mr. Johnson also received options for 600,000 shares with a per
share exercise price of $0.50 (fair-market value on the date of grant).
The options expire five years from issuance.

2 Prior to becoming a member of the Company's Board of Directors and an
Executive Officer, Mr. Marino had been issued certain restricted shares of
common stock and options from the Company in connection with the sale of
certain assets acquired by the Company. In January 2001, Mr. Marino
received a total of 1,000,000 restricted shares of common stock.
Additionally, he was granted 500,000 contingent options exercisable at
$0.01 per share that have been exercised. Prior to 2002, Mr. Marino served
as a consultant to the Company under a consulting agreement, which
provided for annual compensation of $75,000 and allowed Mr. Marino to
acquire 500,000 shares of common stock at $0.01 per share. In fiscal 2002,
Mr. Marino became a full time employee of the Company's subsidiary, ESW
America, Inc. and continues to be paid compensation at the current rate of
$150,000 per annum. Mr. Marino also received options for 150,000 shares
from the Company's 2002 Stock Option Plan ratified in August 2003 with a
per share exercise price of $0.27 (fair market value at the date of
grant). The options expire ten years from the date of issuance and vest
over three years. In August 2004, Mr. Marino was granted options for
150,000 shares with a per share exercise price of $0.50. (fair-market
value on the date of grant). The options expire five years from issuance.
Mr. Marino has chosen not to stand for re-election to the Company's Board
of Directors. Mr. Marino does not have any disputes or disagreements with
the Company and its business practices or policy.

3 Mr. Odner, a prior consultant and officer and current Director of the
Company previously received reimbursement ranging from $6,000 to $8,500
monthly for verified expenses incurred on behalf of the Company. He also
was granted options for 50,000 shares from the Company's 2002 Stock Option
Plan ratified in August 2003 with a per share exercise price of $0.27
(fair market value at the date of grant). The options expire ten years
from the date of issuance and vest over three years. In August 2004, Mr.
Odner was granted options for 850,000 shares of common stock with a per
share exercise price of $0.50. (fair-market value on the date of grant).
The options expire five years from issuance.

Note that the foregoing table does not include the Company's former Chief
Executive Officer and President Mr. John Donohoe who resigned from his position
as Chief Executive Officer, President, Interim Chief Financial Officer and as a
member of the Company's Board of Directors on April 30, 2004. Upon Mr. Donohoe's
resignation, any options that he was not vested in lapsed. Mr. Donohoe resigned
from his positions without any dispute or disagreement with the Company and its
business practices or policies. Mr Donohoe received compensation of $75,240 in
2004. He entered into an employment contract with the Company as of September
10, 2003; which, in addition to salary and bonus, provided for the issuance of
2,000,000 stock options with an exercise price of $0.66 (110% of the fair-market

value on the date of grant) and vested 1/3 on the effective date, 1/3 on the
first anniversary of the effective date of the agreement and the balance on the
second anniversary with said options expiring five years from the date of award,
and 500,000 incentive stock options with an exercise price of $0.66 which vest
only upon the Company achieving two consecutive quarters of at least $50,000
pre-tax profit during the term of the agreement. Mr. Donohue also was granted
options for 150,000 shares from the Company's 2002 Stock Option Plan with an
exercise price of $0.27. The options granted under the Company's 2002 Stock
Option Plan expire ten years from the date of issuance and vest over three
years. Of the preceding options, only 666,667 options exercisable at $0.66 are
currently vested, the balance have lapsed or have been cancelled with the
resignation of Mr. Donohoe. In addition, in May, 2004, the Company awarded
50,000 options to Mr. Donohoe to purchase 50,000 shares of common stock at $0.45
per share (fair market value on the date of grant) for consulting services
subsequent to his resignation.

EMPLOYMENT AGREEMENTS

Effective September 10, 2003, the Company entered into Employment Agreements
with Robert R. Marino, Vice President and Technical Director of Research and
Development and David J. Johnson, Senior Vice President of Sales and Business
Development of the Company for a period of two (2) years and twenty (20) days
from the effective date. Messrs. Marino and Johnson were paid a base salary of
$150,000 in accordance with the Company's payroll practices. Additionally,
Messrs. Marino and Johnson are entitled to a vehicle allowance of $6,000
annually. Mr. Johnson was appointed interim President and Chief Executive
Officer in May 2004, and was subsequently appointed President, Chief Executive
Officer, and acting Chief Financial Officer in December 2004.

APPOINTMENT/ RESIGNATION OF OFFICERS AND DIRECTORS

Effective the close of business April 30, 2004, John A. Donohoe, Jr. resigned
from his position as Chief Executive Officer, President, Interim Chief Financial
Officer and as a member of the Company's Board of Directors to pursue other
business opportunities. Mr. Donohoe resigned from his positions without any
dispute or disagreement with the Company and its business practices or policies.

On May 3, 2004 the Company appointed David J. Johnson as its Interim President
and Chief Executive Officer and Nitin M. Amersey as its Interim Chairman of its
Board of Directors. Both appointments were effective May 1, 2004. Subsequently
in December 2004, Mr. Johnson was appointed President, Chief Executive Officer
and acting Chief Financial Officer and Mr. Amersey was appointed Chairman of the
Board.

On July 12, 2004 Messrs. Barry Gross and William Sifer tendered their
resignations from the Board of Directors. Neither Mr. Gross nor Mr. Sifer had
any disputes or disagreements with the Company and its business practices or
policies.

On May 23, 2005 Mr. Joey Schwartz was appointed Chief Financial Officer of the
Company and Mr. Stan Kolaric was appointed Chief Operating Officer of the
Company.

OPTION GRANTS DURING FISCAL 2004

In May, 2004, the Company awarded 50,000 options to its former Chairman,
President and Chief Executive Officer to purchase 50,000 shares of common stock
at $0.45 per share (fair market value on the date of grant) for consulting
services subsequent to his resignation as a director and executive officer of
the Company.

In August 2004 the board of directors approved the aggregate award of 1,750,000
stock options to two (2) executive officer/directors and two (2) outside
directors. The options had immediate vesting with an exercise price of $0.50 per
share (fair market value on date of grant)and expire five years from the date of
grant.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

- --------------------------------------------------------------------------------------
NAME NUMBER OF PERCENT OF TOTAL EXERCISE OR EXPIRATION DATE
SECURITIES OPTIONS/SAR'S BASE PRICE
UNDERLIYING GRANTED TO ($/SH)
OPTIONS/SAR'S EMPLOYEES IN
GRANTED (#) FISCAL YEAR
- -----------------------------------------------------------------------------------

David J. Johnson 600,000 22.64% $0.50 August 11, 2009
Robert R. Marino 150,000 5.66% $0.50 August 11, 2009
Bengt Odner 850,000 32.07% $0.50 August 11, 2009
Nitin Amersey 150,000 5.66% $0.50 August 11, 2009
John Donohoe* 50,000 1.88% $0.50 August 20, 2009
- --------------------------------------------------------------------------------------

* DENOTES OPTIONS GRANTED TO MR. DONOHOE AS A CONSULTANT FOLLOWING HIS
RESIGNATION AS AN OFFICER AND DIRECTOR.

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, 2004 AT DECEMBER 31, 2004 (1)
NAME # $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE

David Johnson -- -- 900,000 100,000 $9,500 $19,000
Bengt Odner -- -- 866,667 33,332 $3,166 $6,333
Nitin Amersey -- -- 166,667 33,332 $3,166 $6,333
Robert Marino -- -- 200,000 100,000 $9,500 $19,000
William Sifer* -- -- 50,000 $9,500
Barry Gross* -- -- 50,000 $9,500
John Donohoe* -- -- 716,667 $500

* DENOTES A FORMER DIRECTOR OR EXECUTIVE OFFICER WHO RESIGNED DURING FISCAL YEAR
2004

(1) Calculated by multiplying the number of shares underlying options by the
difference between the closing price of the Common Stock as quoted on the
Over-The-Counter Bulletin Board on December 31, 2004 and the exercise
price of the options.

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 and/or Company provided said expenses are approved by the Company.

THE 2002 STOCK OPTION PLAN

The 2002 Stock Option Plan currently has 1,000,000 shares of common stock $0.001
par value authorized and approved by shareholders. The Plan was approved by
shareholders at the Company's annual meeting of shareholders held November 19,
2002. The 2002 Stock Option Plan is the successor plan to the 2000 Nonqualified
Stock Option Plan. All stock options outstanding under the 2000 Nonqualified
Stock Option Plan remain in effect according to their terms and conditions
(including vesting requirements). Under the 2002 Stock Option Plan, the
compensation committee or board may grant equity incentive awards to employees
in the form of incentive stock options, non-qualified stock options, and other
performance-related or non-restricted stock awards. The selection of
participants in the 2002 Plan, the determination of the award vehicles to be
utilized and the number of stock options or shares subject to an award are
determined by the committee or board, in its sole discretion, within the
approved allocation of shares. The committee or board shall determine any
service requirements and/or performance requirements pertaining to any stock
awards under the 2002 Plan. The Plan permits the Company to provide its
employees with incentive compensation opportunities which are motivational and
which afford the most favorable tax and accounting treatments to the Company.
The exercise price of any incentive stock options granted under the 2002 Plan
shall not be less than the fair market value of the common stock of the Company
on the date of grant. Any nonqualified options granted under the 2002 Plan shall
not be less than the fair market value of the stock as of the date of grant.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. John A. Donohoe, Jr., the Company's former Chairman, Chief Executive
Officer, and President, is the owner of JADCO Enterprises, Inc., a personal
holding company. JADCO, in turn, owns Sterling Limousine and Sterling
Specialties, which have provided services to the Company during fiscal years
2003 and 2004 During the fiscal years ended December 31, 2003 and 2004, the
Company paid $29,288 and $8,741 respectively to JADCO for office and secretarial
services and $4,124 and $400 respectively to Sterling Limousine for
transportation services provided on behalf of the Company.

Mr. Bengt G. Odner a member of the Company's Board of Directors was a director
of Crystal Fund Ltd. a Bermuda Mutual Fund until his resignation in January
2003. Crystal Fund holds 625,000 shares of the Company's common stock.
Additionally, Mr. Odner, as an outside Director, receives reimbursement for
expenses incurred on behalf of the Company. Mr. Odner has disclaimed any
beneficial ownership to the shares held by Crystal Fund Ltd.

In August 2004 the Company issued a $1.25 Million unsecured subordinated
promissory note to AB Odnia, an entity that is affiliated with Mr. Odner, a
director of the Company. AB Odnia subsequently converted its unsecured
subordinated promissory note to a $1.25 million convertible debenture, in
September 2004 as a part of the $6.1 million in convertible debentures issued by
the Company.

As a part of the Company's Unit Private Placement in November, 2002, Mr. Robert
R. Marino, a director, converted $35,000 in monies owed him into units under the
placement whereby each unit had a subscription price of $0.17 with each unit
comprised of one share of common stock and one warrant to purchase a one half a
share of common stock at $0.15. Warrants under the Unit Placement are
exercisable in even lots at an aggregate exercise price for two Warrants of
$0.30 for one share of common stock. Warrants are exercisable for a three-year
period.

In October 2002, Mr. Odner, a current director of the Company and Mr. Donohoe a
former officer and director, converted certain loans and advances, specifically
$204,000 and $200,000 respectively made by them to the Company into units under
the Company's 2002 Unit Private Placement whereby each unit had a subscription
price of $0.17 and each unit is comprised of one share of common stock and one
warrant to purchase a one half share of common stock at $0.15. Warrants under
the Unit Placement are exercisable in even lots at an aggregate exercise price
for two Warrants of $0.30 for one share of common stock. Warrants are
exercisable for a three-year period.

Also in October 2002, Mr. Barry Gross and Mr. William Sifer, who subsequently
were elected to the Board and assumed membership on the Board of the Company
from January 2003 through July, 2004, purchased 220,588 and 236,000 units under
the Company's Unit Private Placement, respectively at the unit subscription
price of $0.17, and received 220,588 and 236,000 warrants respectively to
purchase a one half share of common stock at $0.15. Warrants under the Unit
Placement are exercisable in even lots at an aggregate exercise price for two
Warrants of $0.30 for one share of common stock. Warrants are exercisable for a
three-year period.

Mr. Amersey the Company's Chairman of the Board is the owner of Langford
Business Services LLC, a company that is party to a sales representative
agreement dated March 15, 2002, with the Company's wholly owned subsidiary, ESW
Canada, Inc. whereby Langford and its subagent, Hudson Engineering Industries
Pvt. Ltd. (Bombay), also owned by Mr. Amersey and his family, serve as ESW
Canada's exclusive representative in India for the sale and after sale support
of certain products of the Company in India. To date, no sales transactions have
taken place under the agreement between ESW Canada and Langford.

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 (1) the copies of Section 16(a)
reports that the company received from such persons for their 2004 fiscal year
transactions, the company believes 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, to the best knowledge of the Company, as of
March 17, 2005, 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, (3) beneficial ownership of shares of common stock of the
Company by all directors, director nominees 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 March 17, 2005 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.

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

Nitin M. Amersey, Chairman 375,000 166,667(2) 541,667 1.07%
335 Connie Crescent
Concord, ON L4K 5R2

David Johnson, Director -- 900,000(3) 900,000 1.76%
335 Connie Crescent
Concord, ON L4K 5R2

Robert R. Marino, Director 1,105,882 302,941(4) 1,408,823 2.79%
132 Penn Avenue
Telford, PA 18969

Bengt Odner, Director 1,426,470 4,579,902(5) 6,006,372(6) 10.96%
335 Connie Crescent
Concord, ON L4K 5R2

Joey Schwartz, 10,000 400,000(16) 410,000 0.81%
Chief Financial Officer and
Director Nominee
335 Connie Crescent
Concord, ON L4K 5R2

Stan Kolaric 20,000 150,000(17) 170,000 0.34%
Chief Operation Officer and
Director Nominee
335 Connie Crescent
Concord, ON L4K 5R2

Black Family 1997 Trust (7) 1,500,000 5,000,000(15) 6,500,000 11.8%
1301 Avenue of the Americas
New York, NY 10019

Leon D. Black (8) 150,000 7,900,000 8,050,000 14.02%
1301 Avenue of the Americas
New York, NY 10019

Leon D. Black Trust UAD (10) 517,648 333,823(9) 851,471 1.73%
11/30/92 FBO Alexander Black
1301 Avenue of the Americas
New York, NY 10019

Leon D. Black Trust UAD (11) 517,648 333,823(9) 851,471 1.73%
11/30/92 FBO Benjamin Black
1301 Avenue of the Americas
New York, NY 10019

Leon D. Black Trust UAD (12) 517,648 333,823(9) 851,471 1.73%
11/30/92 FBO Joshua Black
1301 Avenue of the Americas
New York, NY 10019

Leon D. Black Trust UAD (13) 517,648 333,823(9) 851,471 1.73%
11/30/92 FBO Victoria Black
1301 Avenue of the Americas
New York, NY 10019

Robert C. Fanch(14) 1,926,470 3,088,235 5,014,705 9.41%

All current directors and 2,937,352 6,499,510 9,436,862 16.64%
executive officers as a group

(1) On the basis of 50,224,843 shares of common stock outstanding, plus, in
the 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 March 31,2005.
(2) Includes options to purchase 16,667 shares of common stock at $0.27 per
share expiring August 6, 2013 and options to purchase 150,000 shares of
common stock at $0.50 per share expiring August 11, 2009.
(3) Includes 250,000 options exercisable at $0.50, which expire May 1, 2006.
Also includes options to purchase 50,000 shares of common stock at $0.27
per share expiring August 6, 2013. Also includes options to purchase
600,000 shares of common stock at $0.50 per share expiring August 11,
2009
(4) Includes 102,941 shares of common stock underlying 205,882 warrant
shares. Two warrants are exercisable for one share of common stock.
Warrants can only be exercised in even lots for full shares for an
exercise price of $0.30 per share. Warrants are exercisable for a period
of three years and expire October 10, 2005. Also includes options to
purchase 50,000 shares of common stock at $0.27 per share expiring
August 6, 2013. Also includes options to purchase 150,000 shares of
common stock at $0.50 per share expiring August 11, 2009
(5) Includes 588,235 shares of common stock underlying 1,176,470 warrant
shares. Two warrants are exercisable for one share of common stock.
Warrants can only be exercised in even lots for full shares for an
exercise price of $0.30 per share. Warrants are exercisable for a period
of three years and expire October 10, 2005. Also includes options to
purchase 16,667 shares of common stock at $0.27 per share expiring
August 6, 2013. Also includes options to purchase 850,000 shares of
common stock at $0.50 per share expiring August 11, 2009. Includes
625.000 shares of common stock issuable upon the exercise of warrants,
and 2,500,000 shares of common stock issuable upon conversion of
convertible debentures.
(6) 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 was 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.
(7) Includes 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 beneficial
ownership is disclaimed.
(8) Includes shares and warrants owned by Black Family 1997 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 which the
beneficial ownership is disclaimed.
(9) Warrants to purchase 333,823 shares of common stock.
(10) Excludes shares and warrants owned by Black Family 1997 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 beneficial ownership is
disclaimed.
(11) Excludes shares and warrants owned by Black Family 1997 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 beneficial ownership is
disclaimed.
(12) Excludes shares and warrants owned by Black Family 1997 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, Leon D. Black Trust UAD
11/30/92 FBO Victoria Black for which beneficial ownership is
disclaimed.
(13) Excludes shares and warrants owned by Black Family 1997 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 beneficial ownership is disclaimed.
(14) Includes (i) 750,000 shares of Common Stock beneficially owned by Robert
C. Fanch., (ii) 1,176,470 shares of Common Stock directly beneficially
owned by Robert C. Fanch Revocable Trust ("Trust"), a trust of which
Robert C. Fanch is the trustee and beneficiary, (iii) 1,088,235 shares
of Common Stock issuable upon the exercise of warrants directly
beneficially owned by Trust and(iv) 2,000,000 shares of Common Stock
issuable upon conversion of convertible debentures directly beneficially
owned by Trust
(15) Includes 1,000,000 shares of Common Stock issuable upon the exercise of
warrants, and 4,000,000 shares of Common Stock issuable upon conversion
of convertible debentures.
(16) Includes 250,000 options exercisable at $0.50, which expire May 4, 2006
and 150,000 options exercisable at $0.50 which expire December 1, 2009.
(17) Includes 150,000 options exercisable at $0.50 which expire December 1,
2009.

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 (U. S.) 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 1, 2000, along with the composite prices of companies
listed in the NASDAQ Composite Index and the Dow Jones US Total Auto Parts
Index.

S&P AUTO
ESW NASDAQ NASDAQ PARTS S&P AUTO
Date Return ESW Return COMPOSITE RETURN PARTS

Dec-99 100.00 100.00 100.00
Mar-00 50.00% 150.00 12.35% 112.35 2.15% 102.15
Jun-00 -58.33% 62.50 -13.05% 97.69 -14.73% 87.10
Sep-00 40.00% 87.50 -7.80% 90.07 2.30% 89.11
Dec-00 -58.91% 35.95 -33.04% 60.31 -14.13% 76.52
Mar-01 21.70% 43.75 -25.42% 44.98 13.94% 87.18
Jun-01 -40.57% 26.00 17.92% 53.04 16.52% 101.58
Sep-01 -38.46% 16.00 -30.61% 36.80 -22.65% 78.57
Dec-01 21.88% 19.50 29.98% 47.84 17.37% 92.22
Mar-02 -2.56% 19.00 -5.25% 45.33 22.29% 112.78
Jun-02 -50.00% 9.50 -20.29% 36.13 -7.50% 104.32
Sep-02 -50.00% 4.75 -19.76% 28.99 -15.58% 88.07
Dec-02 15.79% 5.50 14.08% 33.07 -5.88% 82.89
Mar-03 145.45% 13.50 0.60% 33.27 -15.13% 70.35
Jun-03 85.19% 25.00 20.57% 40.12 25.59% 88.35
Sep-03 32.00% 33.00 10.10% 44.17 10.99% 98.06
Dec-03 -19.70% 26.50 11.96% 49.45 21.64% 119.28
Mar-04 -9.43% 24.00 -0.70% 49.10 1.39% 120.93
Jun-04 -35.42% 15.50 2.97% 50.56 -1.83% 118.73
Sep-04 61.29% 25.00 -7.20% 46.92 -3.61% 114.44
Dec-04 -8.00% 23.00 14.69% 53.81 7.13% 122.60

NOTE:

*$100 invested on 1/1/2000 in company stock or on 1/1/2000 in comparison index
including reinvestment of dividends. Fiscal year ending December 31.

The 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.

PROPOSAL 2:
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors recommends the stockholders ratify the Board's
appointment of Mintz & Partners, LLP as the Company's independent registered
auditors to audit the financial statements of the Company for the fiscal year
ending December 31, 2005. The firm has conducted the audit, for the Company for
2004, and is considered by management of the Corporation to be well qualified.

Representatives of Mintz & Partners are expected to be present at the Annual
Meeting and to be available to respond to appropriate questions. Such
representatives will have the opportunity to make a statement if they desire to
do so and to respond to appropriate questions raised during the meeting.

The affirmative vote of a majority of the shares representing a quorum is
required to approve this proposal.

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

PROPOSAL 3

PROPOSED AMENDMENT TO THE 2002 STOCK OPTION PLAN TO INCREASE FROM 1,000,000 TO
5,000,000 SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER

By unanimous consent of all Directors, the Board adopted, subject to stockholder
approval, an amendment to the Company's 2002 Stock Option Plan. Stockholders are
being asked to approve the amendment of the 2002 Stock Option Plan (the "Plan"),
to increase the number of shares of Common Stock reserved for issuance
thereunder from 1,000,000 to 5,000,000 shares. There are currently no planned
awards under the Plan. In November 2002, stockholders approved the adoption of
the Plan, which reserved for issuance 1,000,000 shares of Common Stock.

The Plan is the successor to the Company's 2000 Nonqualified Stock Option Plan
which was terminated upon approval of the Plan. Under the 2000 Plan, 10,000,000
shares of common stock $.001 par value were authorized and reserved for issuance
in the form of incentive and non-qualified stock options.

The Plan is currently administered by the Board of Directors. The Plan provides
for the granting of equity incentive awards to employees, directors and
consultants in the form of incentive stock options, non-qualified stock options,
and other performance-related or non-restricted stock awards. The selection of
participants in the Plan, the determination of the award vehicles to be utilized
and the number of stock options or shares subject to an award are determined by
the Board (or Compensation Committee), in its sole discretion, within the
approved allocation of shares. The Plan permits the Company to provide its
employees with incentive compensation opportunities which are highly
motivational and which afford the most favorable tax and accounting treatments
to the Company. The Board believes that the flexibility of the incentive award
vehicles provided for by the Plan enhances the effectiveness and cost efficiency
of the Company's management incentive program in the best interest of
shareholders.

The Board or Compensation Committee subject to the provisions of the Plan
designates participants, determines the terms and provisions of each award,
interprets the provisions of the Plan and supervises the administration of the
Plan. The Board or Committee may, in its sole discretion, delegate certain
administrative responsibilities related to the Plan to Company employees or
outside consultants, as appropriate. The exercise price of any ISO granted under
the Plan shall not be less than the fair market value of the common stock of the
Company on the date of grant. Any nonqualified options granted under the Plan
shall also not be less than fair market value of the stock as of the date of
grant. The Board or Committee determines any service requirements and/or
performance requirements pertaining to any stock awards under the Plan.

Employees, directors or consultants may be granted options that allow for the
purchase of shares of Common Stock under the Plan. We have issued an aggregate
of approximately 945,000 options under the Plan since inception and no options
have been exercised to date. There are currently approximately 55,000 options
remaining available for grant under the Plan.

We continue to look for ways to minimize our use of our cash while obtaining
required services. If this proposal is approved, we may continue to issue option
grants from the Plan in consideration for services.

The Board is of the opinion that the Plan helps the Company compete for,
motivate and retain high quality executives and other key employees and to align
their interests with those of stockholders, and that it is in the best interest
of the Company to amend the Plan as proposed. The Board believes that the
amendment of the Plan, under which equity incentives may be granted, will
provide the Company with adequate flexibility to ensure that the Company can
continue to meet those goals and facilitate the Company's retention of its
employee base. Consistent with the Company's compensation objectives, rewards
under the Plan are dependent on those factors which directly benefit the
Company's stockholders and appreciation in the market value of the Common Stock.
Further, the amendment of the Plan will continue to make long-term incentives
available to the executive officers and other key salaried employees of the
Company who have the potential to direct and manage the business of the Company
successfully in the future.

The Board has unanimously approved the amendment to the Plan and it will become
effective upon approval by the stockholders of this Proposal. Below is a summary
of the principal provisions of the Plan. The summary is not necessarily
complete, and reference is made to the full text of the Plan.

ADMINISTRATION

The Plan may be administered by one or more Committees. Each Committee shall
consist of one or more members of the Board of Directors who have been appointed
by the Board of Directors. Each Committee shall have such authority and be
responsible for such functions as the Board of Directors has assigned to it. If
no Committee has been appointed, the entire Board of Directors shall administer
the Plan. Any reference to the Board of Directors in the Plan shall be construed
as a reference to the Committee (if any) to whom the Board of Directors has
assigned a particular function.

Subject to the provisions of the Plan, the Board of Directors shall have the
full authority and discretion to take any actions it deems necessary or
advisable for the administration of the Plan. All decisions, interpretations and
other actions of the Board of Directors shall be final and binding on all
Purchasers, all Optionees and all persons deriving their rights from a Purchaser
or Optionee.

ELIGIBILITY.

Only employees, outside directors and consultants shall be eligible for the
grant of options or the direct award or sale of shares. Only employees
designated by an officer of the Company or a Committee shall be eligible for the
grant of ISOs.

An individual who owns more than ten percent (10%) of the total combined voting
power of all classes of outstanding stock of the Company, its parent or any of
its subsidiaries shall not be eligible for the grant of an ISO unless (i) the
per share exercise price is at least one hundred ten percent (110%) of the fair
market value of a share on the date of grant and (ii) such ISO by its terms is
not exercisable after the expiration of five years from the date of grant.

STOCK SUBJECT TO PLAN.

Shares offered under the Plan may be authorized but unissued shares or treasury
shares. The aggregate number of shares that may be issued under the Plan (upon
exercise of options or other rights to acquire shares) is currently 1,000,000
shares, and is subject to increase to 5,000,000 upon approval of this proposal
by shareholders. The Company, during the term of the Plan, shall at all times
reserve and keep available sufficient shares to satisfy the requirements of the
Plan.

ADDITIONAL SHARES.

In the event that any outstanding option or other right for any reason expires
or is canceled or otherwise terminated, the Shares allocable to the unexercised
portion of such option or other right shall again be available for the purposes
of the Plan. In the event the shares issued under the Plan are reacquired by the
Company pursuant to any forfeiture provision, right of repurchase or right of
first refusal, such Shares shall again be available for the purposes of the
Plan.

TERMS AND CONDITIONS OF AWARDS OR SALES.

Any right to acquire Shares under the Plan (other than an option) shall
automatically expire if not exercised by the Purchaser within thirty (30) days
after the grant of such right was communicated to the Purchaser by the Company.
Such right shall not be transferable and shall be exercisable only by the
Purchaser to whom such right was granted.

The Purchase Price of Shares to be offered under the Plan, if newly issued,
shall not be less than the par value of such Shares. Subject to the preceding
sentence, the Purchase Price shall be determined by the Board of Directors at
its sole discretion but shall no be less than 100% of the Fair Market Value of a
Share as of the date the Option is granted.

PAYMENT OF SHARES.

The entire Purchase Price or Exercise Price of Shares issued under the Plan
shall be payable in cash or cash equivalents at the time when such Shares are
purchased, except as otherwise provided in the Plan.

TERM OF THE PLAN.

The Plan shall terminate automatically November 19, 2012 or on any earlier date
pursuant to the terms of the Plan.

APPROVAL REQUIRED

Approval of this Proposal requires the affirmative vote of a majority of the
outstanding shares of Common Stock of the Company represented and voting on the
Proposal at the Annual Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDMENTS OF THE 2002 STOCK
OPTION PLAN TO INCREASE TO 5,000,000 SHARES, THE NUMBER OF SHARES OF COMMON
STOCK RESERVED FOR ISSUANCE THEREUNDER. THERE ARE CURRENTLY NO PLANNED AWARDS
UNDER THE PLAN. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE IN THEIR PROXIES.

PROPOSAL 4

PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF SHARES OF COMMON STOCK TO 125,000,000

By unanimous consent of all Directors, the Board adopted, subject to Stockholder
approval, an amendment to the Company's Articles of Incorporation (the
"Amendment") increasing the number of authorized shares of Common Stock from
100,000,000 to 125,000,000 shares. The Board is requesting stockholder approval
of the Amendment.

DESCRIPTION OF THE PROPOSAL

In November 2001, the Company had requested and received shareholder approval
for an increase in authorized shares of Common Stock from 50,000,000 to
100,000,000 shares. The Company's Amended Articles of Incorporation currently
authorizes the issuance of up to 100,000,000 shares of Common Stock. As of May
5, 2005 the Company had 52,577,784 shares of Common Stock outstanding. In
addition, as of that date, the Company had approximately (i) 4,511,667 shares of
Common Stock reserved for issuance under its stock option and purchase plans.
The exercise price of currently outstanding options granted to non-officer
employees or consultants ranges from $0.17 to $ 0.66 per share; (ii)
approximately 8,998,531 shares of Common Stock issuable upon exercise of various
outstanding warrants having exercise prices ranging from $0.17 to $3.00 per
share and (iii) 12,200,000 shares of Common Stock reserved for issuance upon
conversion of the Company's outstanding Convertible Debentures. Of the Company's
100,000,000 shares of common stock currently authorized, 78,287,982 shares of
Common Stock are either outstanding or reserved for future issuance under
existing benefit plans or financing arrangements as of the record date, leaving
the Company with 21,712,018 authorized shares for future issuance.

As discussed herein, the Company intends to increase the shares reserved under
its 2002 Stock Option Plan, subject to shareholder approval, so as have up to
5,000,000 shares of Common Stock authorized under the 2002 Stock Option Plan.

While there are no current merger or acquisition plans, the Company does not
believe that it has sufficient authorized shares available to consider such
opportunities. Further, the Board believes that should the Company require
additional authorized shares to meet requirements of future financings that may
be necessary, they would not have to call a special meeting of the shareholders
should the event not coincide with the timing of its annual general meeting.

The increase in authorized shares is intended to provide for the potential
requirements outlined above.

The increase in the number of outstanding shares of Common Stock shall be
accomplished by amending the first paragraph of Article IV of the Articles of
Incorporation to state as follows:

The aggregate number of shares that this corporation shall have
authority to issue shall be One Hundred Twenty Five Million
(125,000,000) common shares which shall have a par value of $.001
per share.

A copy of the proposed amendment is annexed hereto as Exhibit II.

The Board considers it both necessary and advisable to have additional
authorized but unissued shares of Common Stock available to (i) allow the
Company to act promptly with respect to future financings which may be necessary
to sustain its operations; (ii) to allow issuances under the Company's employee
benefit plans; (iii) to give the Company the ability to act in connection with
possible future acquisition opportunities; and (iv) for other corporate purposes
approved by the Board. Having additional authorized shares of Common Stock
available for issuance would give the Company greater flexibility and allow
shares of Common Stock to be issued without the expense or delay of a
stockholders' meeting, except as may be required by applicable laws or
regulations.

The increase in authorized Common Stock will not have any immediate effect on
the rights of existing stockholders. The Board will have the authority to issue
authorized Common Stock without requiring future stockholder approval of such
issuances, except as may be required by applicable law or exchange regulations.

To the extent that the additional authorized shares are issued in the future,
they will decrease the existing stockholders' percentage equity ownership and,
depending upon the price at which they are issued as compared to the price paid
by existing stockholders for their shares, could be dilutive to the existing
stockholders. The proposal to increase authorized shares for issuance is not
submitted to shareholders as a result of or in response to any accumulation of
stock or threatened takeover of the Company. Additionally, the Company does not
at this time have any plans to implement any anti-takeover measures.

If this Amendment is approved, the Board intends to cause a certificate of
amendment to the Articles of Incorporation to be filed as soon as practicable
after the date of the Annual Meeting. Upon effectiveness of this Amendment, the
Company will have approximately 46,712,018 shares of Common Stock authorized but
unissued and unreserved.

APPROVAL REQUIRED

Approval of this Proposal requires the affirmative vote of a majority of the
outstanding shares of Common Stock of the Company.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE
ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK TO
125,000,000. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS
SPECIFY A DIFFERENT CHOICE IN THEIR PROXIES.

PROPOSAL 5

PREFERENCE SHARES

PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CREATE A CLASS
OF PREFERRED STOCK

By unanimous consent of all Directors, the Board adopted, subject to Stockholder
approval, an amendment to the Company's Articles of Incorporation (the
"Amendment") to authorize the formation of a class of preferred stock, $.001 par
value (the "Preferred Stock"). A copy of the proposed amendment is annexed
hereto as Exhibit II. The amendment would reserve up to 10,000,000 shares of
preferred stock. The Board is requesting stockholder approval of the Amendment.

DESCRIPTION OF THE PROPOSAL

We are seeking shareholder approval to authorize the formation of a class of
preferred stock, $.001 par value and to issue up to 10,000,000 share of
preferred stock.

The Board of Directors is seeking authorization subject to limitations
prescribed by law to create a class of preferred stock and to provide for the
issuance, when and if applicable, of shares of Preferred Stock in series, and by
filing a Certificate pursuant to the applicable State law of the State of
Florida, to establish from time to time, the number of shares to be included in
each such series and affix the designation, powers, preferences and rights of
the shares of each such series and the qualifications, limitations or
restrictions thereof.

The authority of the Board of Directors with respect to each series of Preferred
Stock shall include, but not be limited to, the right to determine and designate
any and all of the following:

o the number of shares constituting that series and distinctive designation
of that series;

o the dividend rate of the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and the relative right
or priority, if any, of payment of dividends on shares of that series;

o whether that series shall have voting rights, in addition to the voting
rights provided by law, and if so, the terms of such voting rights;

o whether that series shall have conversion privileges, and if so, the terms
and conditions of such conversion, including provision for adjustment of
the conversion rate in such events as the Board of Directors shall
determine;

o whether or not the shares of that series shall be redeemable, and if so,
the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable, in the amount per share
payable in the case of redemption, which amount may vary under different
conditions and at different redemption dates;

o whether that series shall have a sinking fund for the redemption or
purchase of the shares of that series, and, if so, the term and amount of
such sinking fund;

o the rights of the shares of that series in the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation and
the relative rights of priority, if any, of payment of shares in that
series; and

o any other relative rights, preferences and limitations of that series.

Dividends on outstanding shares of Preferred Stock shall be paid or declared and
set apart for payment before any dividend shall be paid or declared set apart
for payment on the Common Stock with respect to the same dividend.

If upon any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation the assets available for distribution to holders of shares of
Preferred Stock of all series shall be insufficient to pay such holders the full
preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of Preferred Stock in
accordance with respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto.

We do not have any present plans to issue any Preferred Stock and it is not
possible to state the actual effect of the issuance of any shares of Preferred
Stock upon the rights of holders of Common Stock until the Board of Directors
determines the specific rights of the holders of such preferred stock. However,
the effects might include, among other things, restricting dividends on the
Common Stock, diluting the voting power of the Common Stock, impairing the
liquidation rights of the Common Stock and delaying or preventing a change in
control of the Company without further action by the stockholders.

The Board considers it both necessary and advisable to have an authorized class
of preferred stock available to (i) allow the Company to act promptly with
respect to future financings which may be necessary to sustain its operations;
(ii) to give the Company the ability to act in connection with possible future
acquisition opportunities; and (iii) for other corporate purposes approved by
the Board. Having authorized preferred shares available for issuance would give
the Company greater flexibility and allow shares of Preferred Stock to be issued
without the expense or delay of a stockholders' meeting, except as may be
required by applicable laws or regulations.

APPROVAL REQUIRED

Approval of this Proposal requires the affirmative vote of a majority of the
outstanding shares of Common Stock of the Company.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE
ARTICLES OF INCORPORATION TO CREATE A CLASS OF 10,000,000 PREFERRED SHARES.

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 2006 Annual
Meeting of Stockholders no later than January 3, 2006 if any such proposal is to
be eligible for inclusion in the Company's Proxy materials for its 2006 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 sent to Stockholders and referred to in this proxy.

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 and Form 10-KSB/A for the Fiscal Year ended
December 31, 2004 as filed with the Securities and Exchange Commission in
addition to the Form 10-QSB's and Form 8-K reports as filed with the Commission.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ NITIN M. AMERSEY
NITIN M. AMERSEY
CHAIRMAN OF THE BOARD

Dated: May 24, 2005
Concord, Ontario

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ENVIRONMENTAL SOLUTIONS WORLDWIDE, Inc.

The undersigned appoints Nitin M. Amersey, David J. Johnson and Bengt
G. Odner each of them, as proxies, each with the power to appoint his
substitute, and authorizes each of them to represent and to vote, as designated
on the reverse hereof, all of the shares of common stock of Environmental
Solutions Worldwide, Inc. held of record by the undersigned at the close of
business on May 20, 2005 at the 2005 Annual Meeting of Shareholders of
Environmental Solutions Worldwide, Inc. to be held on June 23, 2005 or at any
adjournment thereof.

- FOLD AND DETACH HERE -
- --------------------------------------------------------------------------------
PROXY

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS
INDICATED, WILL BE VOTED "FOR" THE PROPOSALS. Please mark
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. your votes
like this:
|X|

1. Election of Directors: WITHOLD
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY FOR AUTHORITY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
THE NOMINEE'S NAME IN THE LIST BELOW) [ ] [ ]

Nitin M. Amersey
David J. Johnson
Bengt G. Odner
Joey Schwartz
Stan Kolaric

FOR AGAINST ABSTAIN
2. Ratification of independent [ ] [ ] [ ]
registered public accountants.

FOR AGAINST ABSTAIN
3. Proposal to amend the [ ] [ ] [ ]
2002 Stock Option Plan.

FOR AGAINST ABSTAIN
4. Proposal to [ ] [ ] [ ]
amend the Articles of
Incorporation to increase
the number of authorized
shares of Common Stock

FOR AGAINST ABSTAIN
5. Proposal to [ ] [ ] [ ]
amend the Articles of
Incorporation to authorize
a class of Preferred Stock

6. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.

COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:

SIGNATURE __________________ SIGNATURE ___________________ DATE _____________

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