EMPLOYMENT AGREEMENT 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 Stefan Boekamp
("EMPLOYEE").

                              W I T N E S S E T H :
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         WHEREAS, the Company wishes to retain Employee as Vice President of
Operations 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 Vice President of
Operations.

                  (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.

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                  (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.

         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 Employee will
not a