DEBENTURE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. THEY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D ('REGULATION D") PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THOSE LAWS. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY, ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. No. U.S.$ Issuance Date: , 20 ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. 9% CONVERTIBLE DEBENTURE DUE , 20 THIS 9% CONVERTIBLE DEBENTURE, issued this day of 20 , is one of duly authorized issue of 9% Convertible Debentures (including all 9% Convertible Debentures issued in exchange, transfer or replacement hereof, this "Debenture") of Environmental Solutions Worldwide, Inc., a corporation duly organized and existing under the law of the State of Florida (the "Company"), designated as its 9% Convertible Debentures Due , 20 in an aggregate principal amount of U.S.$ (collectively, the "Debentures" and such other Debentures, the "Other Debentures"). FOR VALUE RECEIVED, the Company promises to pay to the , the registered holder hereof (the "Holder") the principal sum of $ , on or prior to 20_ (the "Maturity Date"), and to pay interest on the principal sum outstanding time to time at the end of the calendar quarter following the yearly anniversary of the issuance date set forth above (the "Issuance Date") of this Debenture (each an "Interest Payment Date") commencing