SECURITIES SUBSCRIPTION AGREEMENT

EXHIBIT 10.42

                        SECURITIES SUBSCRIPTION AGREEMENT

      THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "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 ACT. THE
SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS FROM
THE REGISTRATION REQUIREMENTS OF THE ACT AND THOSE LAWS.

      THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY BY OR TO
ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL. INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. IN
MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND THE RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED OR DETERMINED THE ACCURACY OR ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

      This Securities Subscription Agreement (the "Agreement" or the
"Subscription Agreement") is executed by Ledelle Holdings Limited (the
"Subscriber") in connection with the subscription by the Subscriber for 9%
Convertible Debentures (the "Convertible Debentures") of Environmental Solutions
Worldwide, Inc., a Florida corporation (the "Company"). The Company is offering
an aggregate face amount of up to $15 million (U.S.) of Convertible Debentures
convertible into common stock $0.001 par value per share, of the Company
("Shares"). The terms of the Convertible Debentures, including the terms on
which the Convertible Debentures may be converted into Shares, are set forth in
the form of Convertible Debentures attached hereto as Exhibit A. The
solicitation of this Subscription and, if accepted by the Company, the offer and
sale of Convertible Debentures are being made in reliance upon the provisions of
the Securities Act of 1933, as amended (the "Act"). The Convertible Debentures
and the Shares issuable upon conversion or exercise thereof are sometimes
referred to herein as the "Securities". The Subscriber wishes to subscribe for
the principal amount of the Convertible Debentures set forth in Section 19 in
accordance with the terms and conditions of this Agreement. It is agreed as
follows:

1. OFFER TO SUBSCRIBE; PURCHASE PRICE

      The Subscriber hereby offers to purchase and subscribe for the principal
amount of Convertible Debentures and at the price, set out in Section 19 of this
Agreement. The Closing shall be deemed to occur when this Agreement has been
executed by both of the Subscriber and the Company (the "Closing") and payment
shall have been made by the Subscriber to the Company on the day so directed,
against the Company's delivery of Convertible Debentures subscribed for.

2. SUBSCRIBER REPRESENTATIONS; ACCESS TO INFORMATION INDEPENDENT INVESTIGATION

      The Subscriber represents and warrants to, and covenants with, the
Company, on its own behalf and on behalf of each person or entity for which the
Subscriber is acting as a fiduciary, as follows:

      2.1 Exempt Transaction. The Subscriber represents and warrants to the
Company that (i) the Subscriber is an accredited investor as the term is defined
in Rule 501(a) under the Act and (ii) the Subscriber is purchasing the
Securities for its own account and not with a view of reselling the Securities
in violation of the Securities Act.

      2.2 Independent Investigation. The Subscriber, in offering to subscribe
for the Securities hereunder, has relied upon an independent investigation made
by it and has, prior to the date hereof, been given access to and the
opportunity to examine all books and records of the Company, and all material
contracts and documents of the Company; provided, that such investigation shall
not affect the Subscriber's ability to rely on the accuracy of the
representations and warranties of the Company set forth herein. The Subscriber
will keep confidential all non-public information regarding the Company that the
Subscriber receives from the Company unless disclosure of such information is
compelled by a court or other administrative body or, in the opinion of the
Subscriber's counsel, to comply with applicable law. In making the investment
decision to purchase the Convertible Debentures the Subscriber is not relying on
any oral or written representations or assurances from the Company or any other
person or any representation of the Company or any other person other than as
set forth in this Agreement, public filings of the Company or in a document
executed by a duly authorized representative of the Company making reference to
this Agreement. The Subscriber has such experience in business and financial
matters that it is capable of evaluating the risk of its investment and
determining the suitability of its investment. The Subscriber is a sophisticated
investor, and an accredited investor as defined in Rule 501 of Regulation D. The
Subscriber has obtained and reviewed the copies of the Company's Form 10-KSB
Annual Report for the most recent year ended December 31, 2007, and Form 10-Q
for the most recent fiscal quarter ended and copies of all Form 8-K Reports from
the beginning of the past fiscal year to the date hereof and is aware that the
Company has continued to sustain losses.
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      2.3 Economic Risk. The Subscriber understands and acknowledges that an
investment in the Convertible Debentures involves a high degree of risk,
including a possible total loss of investment. The Subscriber represents that it
is able to bear the economic risk of the investment. In making this statement,
the Subscriber hereby represents and warrants that the Subscriber has adequate
means of providing for the Subscriber's current needs and contingencies; the
Subscriber is able to afford to hold the Securities for an indefinite period and
the Subscriber further represents that the Subscriber has such knowledge and
experience in financial and business matters that the Subscriber is capable of
evaluating the merits and risks of the investment in the Securities to be
received by the Subscriber. Further, the Subscriber represents that it has no
present need for liquidity in such Convertible Debentures.

      2.4 No Government Recommendation or Approval. The Subscriber understands
that no United States federal or state agency or similar agency of any other
country has passed upon or made any recommendation or endorsement of the
Company, this transaction or the subscription of the Securities.

      2.5 No Registration. The Subscriber understands that the Securities and
the common stock issuable upon conversion of the Convertible Debentures have not
been registered under the Act and are being offered and sold pursuant to an
exemption from registration contained in the Act based in part upon the
representations of the Subscriber contained herein. The Shares issuable upon
conversion of the Convertible Debentures do, however, carry certain registration
rights as set forth in the Registration Rights Agreement executed by the parties
hereto in the form attached hereto as Exhibit C (the "Registration Rights
Agreement").

      2.6 No Public Solicitation. Without conducting any independent
investigation, the Subscriber knows of no public solicitation or advertisement
of an offer in connection with the proposed issuance and sale of the Securities.

      2.7 Investment Intent. The Subscriber is acquiring the Securities to be
issued and sold hereunder (and the Shares issuable upon conversion or exercise
as the case may be) for the Subscriber's own account (or for beneficiaries'
accounts over which the Subscriber has investment discretion). The Subscriber
has made no predetermined arrangements to sell the Convertible Debentures or
Shares other than as provided in the Registration Rights Agreement and that the
offering by the Company of the Securities to the Subscriber, as contemplated in
this Subscription Agreement (the "Offering"), together with any subsequent
resale by the Subscriber of the Convertible Debentures or the Shares, is not
part of a plan or scheme to evade the registration provisions of the Act by the
Subscriber. The Subscriber currently has no short position in the Shares.

      2.8 Incorporation and Authority. The Subscriber has the full power and
authority to execute, deliver and perform this Agreement and to perform its
obligations hereunder. This Agreement has been duly approved by all necessary
action of the Subscriber, including any necessary shareholder approval (if
necessary), has been executed by persons duly authorized by the Subscriber, and
constitutes a valid and legally binding obligation of the Subscriber,
enforceable in accordance with its terms.

      2.9 No Reliance on Tax Advice. The Subscriber has reviewed with his, her
or its own tax advisors the foreign, federal, state and local tax consequences
of this investment, where applicable, and the transactions contemplated by this
Agreement. The Subscriber is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents and
understands that the Subscriber (and not the Company) shall be responsible for
the Subscriber own income tax liability that may arise as a result of this
investment or the transactions contemplated by this Agreement.

      2.10 Independent Legal Advice. The Subscriber and the Company acknowledge
that each has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and has consulted with its own legal counsel, and
other advisors prior to execution of the within Agreement, and that the Company
will pay the fees and expenses with respect to the Offering, including all
filing fees.

      2.11 Acknowledgment. The Subscriber understands that the Securities are
being offered and sold to it in reliance of specific exemptions from the
registration requirements of Federal and State Securities laws and that the
Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the Subscriber set
forth herein in order to determine the applicability of such exemptions and the
suitability of the Subscriber to acquire the Securities.

3. RESALES

      The Subscriber acknowledges and agrees that the Securities may and will
only be resold (a) pursuant to a Registration Statement under the Act; or (b)
pursuant to an exemption from registration under the Act.

4. LEGENDS; SUBSEQUENT TRANSFER OF SECURITIES

      4.1 Legends. The certificate(s) representing the Convertible Debentures
shall bear a legend similar to the legend set forth below and any other legend,
if such legend or legends are reasonably required to comply with state, federal
or foreign law. Assuming that there are no changes in the material facts set
forth in Section 2 of this Agreement or applicable law from the date hereof
until the date of conversion, and subject to the Company's transfer agent's
receipt of a legal opinion from legal counsel, all certificates representing the
Shares into which the Convertible Debentures are converted shall bear a legend.


                                       2
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      "THE CONVERTIBLE DEBENTURES OF ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
      (THE "ISSUER") REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
      TO REGULATION D, PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE "ACT"), AND HAVE NOT BEEN REGISTERED UNDER THE ACT OR ANY APPLICABLE
      STATE SECURITIES LAWS. THESE SHARES MAY NOT BE OFFERED OR SOLD EXCEPT WITH
      AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES OR AN APPLICABLE
      EXEMPTION UNDER THE SECURITIES ACT."

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMPANY

      The Company represents and warrants to, and covenants with, the Subscriber
as follows:

      5.1 Organization, Good Standing, and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida and has all requisite corporate power and authority to
carry on its business as now conducted and as proposed to be conducted. The
Company is duly qualified to transact business and is in good standing as a
foreign corporation or other entity in each jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification
necessary, except where the failure to so qualify would not, individually or in
the aggregate, have a material adverse effect on the business, condition
(financial or otherwise), earnings, properties, prospects or results of
operations of the Company taken as a whole (a "Material Adverse Effect"). The
Company is not the subject of any pending or, to its knowledge, threatened
investigation or administrative or legal proceeding by the Internal Revenue
Service, the taxing authorities of any state or local jurisdiction, or the
Securities and Exchange Commission (the "Commission") which have not been
disclosed in the reports referred to in Section 5.5 below.

      5.2 Corporate Condition. None of the Company's filings made with the
Commission (such filings, the "SEC Reports"), including, but not limited to,
those reports referenced in Section 5.5 below, contains any untrue statement of
a material fact or omits to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading. There have been no material adverse changes in the Company's
business, properties, results of operations, condition (financial or otherwise)
or prospects since the date of those reports which have not been disclosed to
the Subscriber in writing; provided, that the Subscriber is aware that the
Company has continued to sustain losses since the date of the most recent Report
on Form 10-Q. Further, all material non-public information (other than the
specific information respecting the sale of the Securities themselves)
respecting the Company, its business and its financial condition, as the same
would be required to be disclosed in an SEC Report or registration statement (or
corresponding prospectus) if the Securities were otherwise being registered for
sale by the Company, has been so publicly reported or disclosed prior to the
sale of the Securities as contemplated herein.

      5.3 Authorization. Except for the possible need to obtain shareholder
approval to increase available Shares in treasury for issuance, all corporate
action on the part of the Company, its officers, directors and shareholders
necessary for the authorization, execution and delivery of the Transaction
Documents (as hereinafter defined), and the performance of all obligations of
the Company hereunder and thereunder and the authorization, issuance (or
reservation for issuance) and delivery of the Shares (except as set forth
herein) issuable upon conversion of the Convertible Debentures have been taken,
and the Transaction Documents constitute valid and legally binding obligations
of the Company, enforceable in accordance with their respective terms. It is
expressly understood that in the event the Company should have insufficient
shares available in treasury upon conversion of a Debenture, it will use its
best efforts to obtain shareholder approval to increase its authorized and
unissued Shares. "Transaction Documents" means, collectively, this Agreement,
the Registration Rights Agreement, the Escrow Agreement and the Convertible
Debentures and each of the other documents entered into or delivered by the
parties hereto in connection with the transactions contemplated by this
Agreement.

      5.4 Valid Issuance of Convertible Debenture and Common Stock. When
executed and delivered in accordance with the terms hereof for the consideration
expressed herein, the Convertible Debentures will have been issued in compliance
with all applicable U.S. federal and state securities laws. Upon issue, the
Subscriber will acquire good and marketable title to the Convertible Debentures,
free and clear of all liens, claims, encumbrances and pre-emptive rights. The
Shares issuable upon conversion of the Convertible Debentures, when issued in
accordance with the respective terms thereof, shall be duly and validly issued
and outstanding, fully paid and non-assessable, free and clear of any, liens
claims, encumberances and pre-emptive rights, and will have been issued in
compliance with all applicable U.S. federal and state securities laws. Subject
in part to the truth and accuracy of the Subscriber's representations set forth
in the Subscription Agreement, the offer, sale and issuance of the Securities
contemplated by this Agreement are exempt from the registration of any
applicable state and federal securities laws, and neither the Company nor any
authorized agent acting on its behalf will take any action hereafter that would
cause the loss of such exemption.

      5.5 Current Public Information. The Company represents and warrants to the
Subscriber that the Company is a "reporting issuer" and it has a class of
securities registered under Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and has filed all the materials required
to be filed as reports pursuant to the Exchange Act for a period of at least
twelve months preceding the date hereof (or for such shorter period as the
Company was required by law to file such material). All such reports (including,
without limitation, the SEC Reports) complied in all material respects with all
applicable requirements of Federal securities laws and the rules and regulations
promulgated thereunder. The Subscriber has obtained copies of the Company's Form
10-KSB Annual Report for the most recent year ended December 31, 2007 and Form
10-Q for the most recent fiscal quarter ended, copies of all Form 8-K Reports
from the beginning of the Company's past fiscal year to the dat