EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the "AGREEMENT") made as of the 4th day of

February, 2008 ("EFFECTIVE DATE") by and between Environmental Solutions

Worldwide, Inc., a Florida corporation (the "COMPANY"), and Praveen Nair

("EMPLOYEE").

W I T N E S S E T H :

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WHEREAS, the Company wishes to retain Employee as Chief Accounting

Officer pursuant to the terms and conditions hereinafter set forth; and

WHEREAS, Employee desires to work for the Company on the terms and

conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants

hereinafter contained, and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties hereto, intending

to be legally bound, do hereby agree as follows:

1. EMPLOYMENT; TERM. Effective the date first written above, the

Company hereby employs Employee, and Employee hereby accepts employment with the

Company, in accordance with and subject to the terms and conditions set forth

herein. The term of this Agreement shall commence on the day first written above

and, unless earlier terminated in accordance with Paragraph 5 hereof, shall

terminate two years from the Effective Date (the "TERM"), unless sooner

terminated as provided in this Agreement.

2. DUTIES

(a) During the Term, Employee shall serve as Chief Accounting

Officer of the Company.

(b) Employee shall have such authority and responsibility as

may reasonably be assigned to him by the Chief Executive Officer, President and

or Board of Directors of the Company in its discretion.

(c) During the Term, Employee shall devote the majority of his

business time and best efforts to the business and affairs of the Company,

except as otherwise specifically permitted by the Company.

For purposes of this section 2 (c) "MAJORITY" shall mean a

minimum of forty (40) hours per week.

3. SALARY, BONUSES AND BENEFITS. As compensation and consideration for

the performance by Employee of his obligations to the Company under this

Agreement, Employee shall be entitled to the compensation and benefits described

in EXHIBIT A attached hereto and made a part hereof (subject, in each case, to

the provisions of Section 5 hereof).

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4. EXPENSES. The Company agrees to reimburse Employee for all

reasonable and necessary travel, business entertainment, office materials, and

other business expenses. Such reimbursements shall be made by the Company within

a reasonable time in accordance with the Company's standard procedures. Employee

agrees to obtain written approval from an authorized officer of the Company of

expenses and always provide vouchers for all of said expenses in accordance with

applicable taxing authority rules and regulations.

5. TERMINATION. Employee's employment hereunder may be terminated prior

to the end of the Term under the following circumstances:

(a) DEATH. Employee's employment hereunder shall terminate

upon Employee's death.

(b) TOTAL DISABILITY. The Company may terminate Employee's

employment hereunder at any time after Employee becomes "TOTALLY DISABLED." For

purposes of this Agreement, Employee shall be "TOTALLY DISABLED" upon Employee's

inability to perform his duties and responsibilities contemplated under this

Agreement for a period of more than ninety (90) consecutive days due to physical

or mental incapacity or impairment. Such termination shall become effective five

(5) days after the Company gives notice of such termination to Employee, or to

Employee's spouse or legal representative, in accordance with Paragraph 8

hereof.

(c) TERMINATION BY THE COMPANY FOR CAUSE. The Company may

terminate Employee's employment hereunder for Cause at any time after providing

written notice to Employee. For purposes of this Agreement, the term "CAUSE"

shall mean any of the following: (i) perpetration by Employee of an intentional

and knowing fraud against or affecting the Company or any of its affiliates, or

any customer, client, agent or employee of the Company, or any of its

affiliates; (ii) any willful or intentional act by Employee that is reasonably

expected, in the Company's good faith judgment, to materially injure the

reputation, business or business relationships of the Company or any of its

affiliates; (iii) conviction (including conviction on a NOLO CONTENDERE plea) of

a felony involving fraud, dishonesty or moral turpitude as determined by a

non-appealable decision of a court of competent jurisdiction; (iv) the neglect

or failure or refusal of Employee to perform Employee's duties hereunder (other

than as a result of total or partial incapacity due to physical or mental

illness); (v) the breach of a covenant set forth in Paragraph 7 hereof; or (vi)

any other material breach of this Agreement; provided, however, that in the

circumstances described in clauses (iv) or (vi) of this Paragraph 5(c) Employee

has failed to cure such neglect, failure, refusal or breach within ten (10) days

after the receipt of written notice thereof describing in reasonable detail such

neglect, failure, refusal or breach.

(d) TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may

terminate Employee's employment at any time and for any reason or no reason upon

written notice.

6. COMPENSATION FOLLOWING AND EFFECTS OF TERMINATION PRIOR TO THE END

OF THE TERM. In the event that Employee's employment hereunder is terminated

prior to the end of the Term, Employee shall be entitled only to the following

compensation and benefits upon such termination and such other following effects

of termination shall apply:

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(a) TERMINATION BY REASON OF DEATH OR TOTAL DISABILITY OR BY

THE COMPANY FOR CAUSE. In the event that Employee's employment is terminated

prior to the expiration of the Term by reason of Employee's death or Total

Disability or for Cause pursuant to Paragraph 5(a), 5(b) or 5(c) hereof,

respectively, the Company shall pay the following amounts to Employee (or

Employee's spouse or estate, as the case may be):

i. any accrued but unpaid Base Salary (as defined in, and

determined pursuant to, EXHIBIT A attached hereto) for

services rendered to the date of termination less any amounts

received by Employee under the Company's long-term disability

plan;

ii. any accrued but unpaid Incentive Commission (as defined in,

and determined pursuant to, EXHIBIT A attached hereto) due

Employee as of the date of termination;

iii. any accrued but unpaid expenses required to be reimbursed

pursuant to Section 4 hereof; and

iiii. any accrued but unpaid vacation pay.

The benefits to which Employee and/or Employee's family may be entitled upon

such termination pursuant to the plans, programs and arrangements referred to in

EXHIBIT A attached hereto shall be determined and paid in accordance with the

terms of such plans, programs and arrangements.

(b) TERMINATION BY THE COMPANY WITHOUT CAUSE.

(i) In the event that Employee's employment is

terminated by the Company without Cause, the Company shall pay the following

amounts to Employee:

1. any accrued but unpaid Base Salary (as defined in, and

determined pursuant to, EXHIBIT A attached hereto) for

services rendered to the date of termination;

2. any accrued but unpaid Incentive Commission (as defined in,

and determined pursuant to, EXHIBIT A attached hereto) due

Employee as of the date of termination;

3. any accrued but unpaid expenses required to be reimbursed

pursuant to Section 4 hereof;

4. any accrued but unpaid vacation pay; and

5. If the employee is terminated without cause the employee shall

be entitled to receive, continued payment of three (3) months

of the Base Salary and three (3) of bonus payment (as defined

in, and determined pursuant to, EXHIBIT A attached hereto),

that he otherwise would have been entitled to receive pursuant

to EXHIBIT A.

(ii) The benefits to which Employee and/or Employee's

family may be entitled upon termination of Employee's employment by the Company

without Cause pursuant to the plans, programs and arrangements referred to in

EXHIBIT A attached hereto and shall be determined and paid in accordance with

the terms of such plans, programs and arrangements.

(c) NO OTHER BENEFITS OR COMPENSATION. Except as may

be specifically provided under this Agreement or under the terms of any

incentive compensation, employee benefit or fringe benefit plan applicable to

Employee at the time of the termination of Employee's employment prior to the

end of the Term, Employee shall have no right to receive any other compensation

or payment, or to participate in any other plan, arrangement or benefit, with

respect to any future period after such termination.

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7. NONCOMPETITION AND NONSOLICITATION; NONDISCLOSURE OF PROPRIETARY

INFORMATION; SURRENDER OF RECORDS.

(a) NONCOMPETITION; NONSOLICITATION.

(i) Employee acknowledges and recognizes the highly

competitive nature of the Company's business and that Employee's knowledge,

experience and expertise, his position with the Company and access to and use of

the Company's confidential records and proprietary information renders Employee

special and unique. In consideration of the amounts that may hereafter be paid

to Employee pursuant to this Agreement (including pursuant to Paragraph 3

hereof), Employee agrees that during the Term and the Covered Term (as defined

below), Employee shall not, directly or indirectly (as defined below), (x)

engage on his own behalf in a business that produces catalyst based emission

control or remediation devices or processes(as defined below), or (y) own any

interest in or engage in or perform any service for any person, firm,

corporation or other entity, either as a partner, owner, employee, consultant,

agent, officer, director or shareholder that (A) derives substantial revenues

from the production of catalyst based emission control or remediation devices or

processes or (B) is a meaningful competitor of the Company in the production of

catalyst based emissions control or remediation devices or processes;

Notwithstanding the foregoing, in the event the Employee is terminated without

cause, then in that event, Employee may engage in a related business so long as

Employee is not engaged directly or indirectly in the design or production of

Catalyst Based Emission Control or Remediation Devices or Processes (as defined

herein). To the extent applicable, Employee will be governed by the non

solicitation provisions of this Agreement even if Employee is permitted to

engage in a related business.

(ii) In further consideration of the payment by the

Company to Employee of amounts that may hereafter be paid to Employee pursuant

to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees

that during the Term and during the Covered Time, Employee shall not (a)

directly or indirectly solicit or attempt to solicit or participate in the

solicitation of or otherwise advise or encourage any employee, agent, consultant

or representative of, or vendor or supplier to, the Company or any of its

affiliates to terminate his, her or its relationship with the Company or any of

its affiliates or to reduce the amount of business it does with the Company or

any of their affiliates; or (b) directly or indirectly solicit or attempt to

solicit or participate in the solicitation of or otherwise advise or encourage

any employee, agent, consultant or representative of the Company or any of its

affiliates to become an employee, agent, representative or consultant of or to

any other individual or entity.

(iii) During the Term and during the Covered Time,

Employee agrees that upon the earlier of Employee's (x) negotiating with any

Competitor (as defined below) concerning the possible employment of Employee by

the Competitor, (y) receiving an offer of employment from a Competitor, or (z)

becoming employed by a Competitor, Employee will immediately provide notice to

the Company of such circumstances and provide copies of this Paragraph 7 to the

Competitor. Employee further agrees that the Company may provide notice to a

Competitor of Employee's obligations under this Agreement, including, without

limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of

this Agreement, "COMPETITOR" shall mean during the Term and the Covered Term,

any entity that then engages, directly or indirectly, in the production of

emissions control or remediation devices or processes.

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(iv) Employee understands that the provisions of this

Paragraph 7(a) may limit Employee's ability to earn a livelihood in a business

similar to the business of the Company but nevertheless agrees and hereby

acknowledges that the consideration provided under this Agreement (including

pursuant to Paragraph 3 hereof) is sufficient to justify the restrictions

contained in such provisions. In consideration thereof and in light of

Employee's education, skills and abilities, Employee agrees that Emp