OCTOBER 31, 2012 DRAFT PURCHASE AND SALE AGREEMENT AGREEMENT, dated as of November _, 2012, by and between FINANCIAL TRUST COMPANY, INC. a U.S. Virgin Islands corporation having an office at 6100 Red Hook Quarter, B3, St. Thomas, USVI 00802 ("Seller"), and [LEON BLACK OR BLACK FAMILY PARTNERSHIP], a having an office at 9 West 57'h Street, 43rd Floor, New York, NY 10019 ("Purchaser"). RECITALS: A. Seller is the holder of 13,350,205 shares of the Common Stock, $0.001 par value (the "ESWW Shares"), of Environmental Solutions Worldwide, Inc., a Florida corporation ("ESWW"). B. Seller is a member of AP SHL Investors, LLC, a Delaware limited liability company ("AP SHL"). AP SHL is governed by that certain Limited Liability Company Agreement, dated as of December 20, 2001 (as the same may from time to time be amended, or amended and restated, and in effect, the "AP SHL LLCA"). John J. Hannan, is the Managing Member of AP SHL (the "AP SHL Managing Member"). C. Seller is a member in AP Technology Partners LLC, a Delaware limited liability company ("AP Tech"). AP Tech is governed by that certain Limited Liability Company Agreement, dated as of February 10, 2000 (as the same may from time to time be amended, or amended and restated, and in effect, the "AP Tech LLCA"). Andrew D. Africk, John J. Hannan, Mark J. Rowan, and Michael D. Weiner are the Managers of AP Tech (the "AP Tech Managers"). D. Seller's total interest in AP SHL consists of all of Seller's right, title and interest in and to Seller's entire 40% interest as a member of AP SHL, including, without limitation, Seller's rights to, and interest in, capital of AP SHL, and Seller's rights for periods commencing on and after the date hereof to distributions from AP SHL, as well as any and all of Seller's duties and obligations in respect of Seller's membership interest in AP SHL pursuant to the AP SHL LLCA (the "AP SHL Interest"). E. Seller's total interest in AP Tech consists of all of S