IRREVOCABLE STOCK POWER

IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned, Financial Trust Company, Inc., a United States Virgin Islands corporation, Taxpayer Identification No. with an address at (the "Transferor"), does hereby sell, assign and transfer to BLACK FAMILY PARTNERS, L.P., a Delaware limited partnership, Taxpayer Identification No. with an address at New York, NY 10019, an aggregate of Thirteen Million One Hundred Ninety Eight Thousand Seven Hundred Eleven (13,198,711) shares of the Common Stock, $0.001 par value, of Environmental Solutions Worldwide, Inc., a Florida corporation (the "Corporation"), evidenced by the following Stock Certificates: Certificate Number Number of Shares of Common Stock 3815 2,352,941 4145 2,002,959 4195 175,883 4225 6,333,333 4226 2,333,595 standing in the name of the Transferor on the books of the Corporation. The Transferor does hereby irrevocably constitute and appoint Bay City Transfer Agency & Registrar as attorney-in-fact to transfer the Shares on the books of the Corporation, with full power of substitution in the premises. EFTA01100515 EFTA01100516 IN WITNESS WHEREOF, the Transferor has executed this Irrevocable Stock Power effective as of the 29th day of November, 2012. In Presence of: FINANCIAL TRUST COMPANY, INC. MiSQY e Pr, Al STATE OF NEW YORK ) COUNTY OF NEW YORK ) ss: Jeffrey E. Epstein President Before the undersigned notary personally came Jeffrey E. Epstein, known by the undersigned or properly identified to the undersigned to be the party who executed the foregoing instrument, and such person did acknowledge to the undersigned that such person did execute the foregoing instrument for and as the President of Financial Trust Company, Inc., the Assignor therein, and that by such person's signature on the foregoing instrument, Financial Trust Company, Inc. did execute the same. Dated: November 29th, 2012 Notary Public HARRY I. BELLER Notary Public. State of New York No. 018E4853924 Qualified in Rockland County id Commission Expires Feb. 17, 20..!../ 2 EFTA01100517 EFTA01100518 NOTVALIDUNLESSCOUNTMUMONEDBYTRANSFKHAOKIIT moonpowATm)urunnernimAwsormniceTATitor FLORIDA ENVIRONMENTAL SOLUTIONS WORLDWIDE INC. AUTIIORIZICDCOMMONSTOCK:860.000.000MIARE8 PARVALUEUMMI THIS CERTIFIES THAT Financial Trust Co Inc IS THE RECORD HOLDER OF *** Two Million Three Hundred Thirty -Three Thousand Five Hundred Ninety -Five "4 Shares of Environmental Solutions Worldwide Inc. Common Stock transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This (Mille& is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile signatures of its duly authorized officers. EFTA01100519 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN C0M - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act in common (State) Additional abbreviations may also be used though not in the above list. For Value Received PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE hereby sell, assign and transfer (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint Shares Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. NOTICE: (RECORD HOLDER SIGNATURE) SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR. WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. NOTICE OF SIGNATURE GUARANTEE: SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE OR BY A BANK (OTHER THAN A SAVINGS BANK) OR A TRUST COMPANY. THE GUARANTEEING FIRM MUST BE A MEMBER OF THE "MEDALLION GUARANTEE PROGRAM". TRANSFER FEE WILL APPLY •••FOR MEDALLION GUARANTEE USE ONLY••• EFTA01100520 t,aesiti..4, 149111,sattaSS '7 'Are ig;,111.1i Ir ,.....„ ‘,11 imili if' ,1 NOT Y A LID DNI.IISS CCIUNTERSIGNED BY TRANSFER MIMI` IA:CO rotonmrico UNDER THE LAWS OF THE :gram or FLORIDA 01/7/PICIF4 I4,41 .4.SHARES N UM BE R IlleagOlait ti‘ ***6,333,333*** 5qP.-eal exak; Stk-- ant ENVIRONMENTAL SOLUTIONS WORLDWIDE INC. CUSIP NO. 29408E 10 2 ',1-54710' IWO AUTHORIZED COMMON SMOCK: 450,000,000 SHARZB • Me At olawl rerestwmfdy AA teseirtale ham /wen anyarrl le -4g, :-t) lk.' PAR YA LUZ $0.001 w immanent palpoati ante out limy not bens terrier& where the 140/al.1) ,Ves Conirthes Act of 1933 hes Amended. the -.Seettettn, Ats7 co whin' ant ..134"14. Ste* a 4 1u. THIS CERTIFIES THAT Financial Trust CO Inc Seartoes lows. Thor Shoes may no: be wAt frafelftriVgi anima !Asko 1 or hwolitecnto. I atoms an effertioneglwanon over Mr levitate, All or aro Amoral,. SAW SerindirA iinrl op mho dr prorated oar maybe effeeted without reth le 4 fc.4 d...0, data a whereon or cloakrooms/a Mkief ike SialltICS Art ,wwl anthem% Shoe &smart ben @, w..147 :*, :-‘),Iostoe ta.%rk. 7114 , ft.14,"--- IS THE RECORD HOLDER OF et, 44 awA c-ct ... Six Million Three Hundred Thirty -Three Thousand Three Hundred Thirty -Three *** gpir-s ::-.4.-.43.i, egidel Shares of Environmental Solutions Worldwide Inc. Common Stock transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile signatures of its duly authorized officers. Dated: /1,- "41ew-,---11,2C1Bay City Tr fer Agency egistrar Inc. CO ERSIGNED CHAIRMAN PRESIDENT AND CHIEF EXECUTIVE OFFICER EFTA01100521 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act in common (State) Additional abbreviations may also be used though not in the above list. For Value Received, PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING HUNGER OF ASSIGNEE hereby sell, assign and transfer (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint Shares Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated Co-bane.; (RECORD HOLDER SIGNATURE) NOTICE: SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICIAAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. NOTICE OF SIGNATURE GUARANTEE: SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE OR BY A BANK (OTHER THAN A SAVINGS BANK) OR A TRUST COMPANY. THE GUARANTEEING FIRM MUST BE A MEMBER OF THE "MEDALLION GUARANTEE PROGRAM". TRANSFER FEE WILL APPLY ***FOR MEDALLION GUARANTEE USE ONLY*" EFTA01100522 NUMBER Erma NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER THE LAWS OP Till{ STATE OP FLORIDA ENVIRONMENTAL SOLUTIONS WORLDWIDE INC. AUTHORIZED COMMON STOCK; 250.000.000 SHARKS PAR VALT/K*0.001 Financial Trust Company Inc THIS CERTIFIES THAT C/O Barett s Goldstein ,14 fet.: act: ? 1,17t 0 6 /it" ,V.r ial---sacgiq SHARES ***175,883*** CUSIP NO.29408K 10 2 "The shares represented by dux certificate hare been acquired for investment and hare not been registered wider the securities act of MIL as amended alte WO or any appbcobk stale securities laws These shares stay not he offered sold. fransferred pledged hypothecated or mherwoe disposed except whom effector registronon statement for the shares or an applicable exemption under the securities act" IS THE RECORD HOLDER OF *** One Hundred Seventy -Five Thousand Eight Hundred Eighty -Three *** Shares of Environmental Solutions Worldwide Inc. Common Stock Transferable on the hooks of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile signatures of its duly authorized officers. Dated: November 30, 2010 CHAIRMAN Bay City Transfer Agency & Registrar Inc. by COUNTERSIGNED & REGISTERED as • PRESIDENT AND CHIEF EXECUTIVE OFFICER A:AO us 4e0-Aks,i40 Ara., 'CR EFTA01100523 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN C0M - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Gust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. For Value Received, PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE hereby sell, assign and transfer (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint Shares Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated Cit'llethCfc. X NOTICE: (RECORD HOLDER SIGNATURE) SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. NOTICE OF SIGNATURE GUARANTEE: SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE OR BY A BANK (OTHER THAN A SAVINGS BANK) OR A TRUST COMPANY. THE GUARANTEEING FIRM MUST BE A MEMBER OF THE "MEDALLION GUARANTEE PROGRAM". TRANSFER FEE WILL APPLY ***FOR MEDALLION GUARANTEE USE ONLY*** EFTA01100524 INCORPORATED UNDER TIM LAWS OF THE /MATE or FLORIDA NVIRONMENTAL SOLUTIONS WORLDWIDE INC. A UTIIORIZED COMMON STOCK:. I25.000.000 SHARER PAR VALUESO.001 Financial Trust Company Inc THIS CERTIFIES THAT nio Barett & Goldstein SHARES ***2,002,959*** CUSIP NO.29408K 10 2 The Acores, f stock represemed by this ceridkate have not been Registered tinder the Securities Act of 1933. as amended. mitt may not he sold Oraliens( transferred unless a comphance with the inistration Provisions ofsisda Act has heat made or unless availabdiv of an minimum prom such registration pmrisions hos been criablithml, or sties, sold Pursuant w flak 1N tinder the Securities*: of 1933. IS THE RECORD HOLDER OF ** Two Million Two Thousand Nine Hundred Fifty -Nine Shares of Environmental Solutions Worldwide Inc. Common Stock Transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unlit countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile signatures of its duly authorized officers. Dated: March 29, 2010 CHAIRMAN Bay City Transfer Agency & Registrar Inc. by COUNTERSIGNED & REGISTERED PRESIDENT AND CHIEF EXECUTIVE OFFICER EFTA01100525 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Oust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. For Value Received, PLEASE INSERT SOCIµ SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE hereby sell, assign and transfer (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint Shares Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated Fiv‘a.n c.i X NOTICE: (RECORD HOLDER SIGNATURE) SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT µTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. NOTICE OF SIGNATURE GUARANTEE: SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE OR BY A BANK (OTHER THAN A SAVINGS BANK) OR A TRUST COMPANY. THE GUARANTEEING FIRM MUST BE A MEMBER OF THE "MEDALLION GUARANTEE PROGRAM". TRANSFER FEE WILL APPLY •••FOR MEDALLION GUARANTEE USE ONLY••• EFTA01100526 NUMBER THIS CERTIFIES THAT NOT VAUD UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER THE LAWS OF THE STATE OF TOR ida SHARES Environmental Solutions Worldwide, Inc. AUTHORIZED COMMON STOCK: 100,000,000 SHARES PAR VALUE 5.001 *FINANCIAL TRUST COMPANY, INC.* CUSIP NO. 29408K 1.0 2 The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective registration statement with respect to the shares or an exemption front the registration requirements of said act that is then applicable to the shares, as to which a prior opinion of counsel may be required by the issuer or the transfer agent. IS THE RECORD HOLDER OF *TWO MILLION THREE HUNDRED FIFTY TWO THOUSAND NINE HUNDRED FORTY ONE* Share. of ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. Common Stock transferable on the hooks or the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures or its Jul authorized officer. HERITAGE TRUST COMP/ Y Transfer gents d Dated: April 22, 2005 Oriasimmisaffame COUNTERSIGNED & REGISTERED PRESIDENT COUNTERSIGNED Transfer Agentauthorlied Signature EFTA01100527 The following abbreviations, when used in the inscription on the lace of this certificate, shat be constased as though they were mitten out in full according to appicable taws or regulations. TEN COM - as tenants in common UMF GIFT MIN ACT • Custodian TEN ENT - as tenants by the entireties (Dew) (MON) Jr TEN - as joint tenants with right of under ISA Otto Mews suMvorshlp and not as tenants in common Ars (Slaw) Additional abbreviations may also be used though not in the above list. For Value Received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER Of ASSIGNEE (PLEASE PRINT OR TYPEWMTE NAME AND ADDRESS. INO.UOING ZIP COOL Of ASSIGNEE) Shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated rir•CMC-I 0.1 NOME: 1yE SIGNATURE TO THIS ASSIGNM NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICMAR ENLARGEMENT OR ANY CHANGE WHATEVER • NOTICE SIGNATURE GUARANTEED: SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE, OR BY A BANK (OTHER THAN A SAVINGS BANK). OR A TRUST COMPANY. THE GUARANTEEING FIRM MUST BE A MEMBER OF THE MEDALLION GUARANTEE PROGRAM. TRANSFER FEE WILL APPLY .0-0-0- FOR MEDALLION GUARANTEE USE ONLY -0.44 EFTA01100528