ARTICLES OF AMENDMENT
                                       TO
                          ARTICLES OF INCORPORATION OF
                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

Pursuant to the provision of section 607.1006, Florida Statues, this Florida
profit corporation adopts the following articles of amendment to its articles of
incorporation:

FIRST: Amendment(s) adopted:

      The Articles of Incorporation are hereby amended to increase the total
number of shares which the corporation shall be authorization to issue from One
Hundred Million (100,000,000) Common shares having a par value of $.001 per
share to One Hundred Twenty Five Million (125,000,000) Common Shares which shall
have a par value of $.001 per share.

      To accomplish the foregoing amendment, Article IV of the original Articles
of Incorporation is hereby amended to read as follows:

                                  "ARTICLE IV"

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

SECOND:     If an amendment provides for an exchange, reclassification or
            cancellation of issued shares, provisions for implementing the
            amendment if not contained in the amendment if not contained in the
            amendment itself, are as follows: N/A

THIRD:      The date of the amendments adoption is June 23, 2005.

FOURTH:     Adoption of Amendment(s) (CHECK ONE)

  |X|       The amendment(s) was/were approved by the shareholders. The number
            of votes cast for the amendment(s) was/were sufficient for approval.

  |_|       The amendment(s) was/were approved by the shareholders through
            voting groups. The following statement must be separated provided
            for each voting group entitled to vote separately on the
            amendments(s):

            "The number of votes cast for the amendment(s) was/were sufficient
            for approval by ---------------------."

  |_|       The amendment(s) was/were adopted by the board of directors without
            shareholder action and shareholder action was not required.

  |_|       The amendment(s) was/were adopted by the incorporators without
            shareholder action and shareholder action was not required.


Signed this 20th day of July, 2005



- ------------------------------------------
Joey Schwartz, Chief Financial Officer

(By the Chairman or Vice Chairman of the Board of Directors, President or other
officer if adopted by the shareholders, or By a director if adopted by the
directors, Or By an incorporator if adopted by the incorporators)