0000908662-05-000193 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 28th, 2005 • Fanch Robert C • Motor vehicle parts & accessories • New York

AGREEMENT dated as of the ____ day of June, 2005, between the person whose name appears below (the “Investor”), and Environmental Solutions Worldwide Inc., a Florida corporation having its principal executive office at 335 Connie Crescent, Concord, Ontario Canada L4K 5R2 (the “Company”).

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SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • July 28th, 2005 • Fanch Robert C • Motor vehicle parts & accessories • New York

This Securities Subscription Agreement (the “Agreement” or the “Subscription Agreement”) is executed by Robert C. Fanch Revocable Trust, (the “Subscriber”) in connection with the subscription by the Subscriber for 941,176 shares of common stock, $.001 par value of Environmental Solutions Worldwide, Inc. (the “Common Stock” or the “Shares”); 520,000 three (3) year Warrants exercisable at $0.90 per share; 80,000 three (3) year Warrants exercisable at $2.00 per share; and 80,000 three (3) year Warrants exercisable at $3.00 per share (collectively the “Warrants”) of Environmental Solutions Worldwide, Inc., a Florida corporation (the “Company”) for an aggregate face amount of $800,000 (U.S.). The terms of the Warrants are set forth in the form of the Warrants attached hereto as Exhibit A. The solicitation of this Subscription and, if accepted by the Company, the offer and sale of Common Stock and Warrants, are being made in reliance upon the provisions of the Securities Act of 1933, as amen

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