Unsecured Subordinated Promissory Note

500,000 UNSECURED SUBORDINATED PROMISSORY NOTE


FOR VALUE RECEIVED, Environmental Solutions Worldwide, Inc., a Florida corporation (hereinafter called "Borrower" or "Maker"), hereby promises to pay to Ledelle Holding Limited, registration number HE 156857, Neocleous House, 199 Arch Makarios III Avenue, P.O. Box 50613, CY-3608 Limasol, Cyprus (the "Lender" or "Holder") or order, the sum of five hundred thousand ($500,000) dollars, with interest accruing at the annual rate of 9%, on December 31, 2006 (the "Maturity Date") or any extension thereof. The foregoing terms shall apply to this Unsecured Promissory Note (the "Note"):


ARTICLE I
GENERAL PROVISIONS


1.1 Payment Grace Period. The Borrower shall have a ten (10) day grace period to pay the principal and interest due under this Note.


1.2 Payment Terms. The Note principal and accrued interest shall be payable on December 31, 2006, the Maturity Date.


1.3 Interest Rate. Interest payable on this Note shall accrue at the annual rate of nine (9%) percent per annum and is payable on the Maturity Date or any extension thereof unless otherwise provided for herein.


1.4 Issuance Date. Shall be the date the Note is executed by the Borrower as set forth below.


1.5 Right to Pre-Pay. Borrower shall have the right to pre-pay this Note at any time prior to Maturity Date or any extension thereof without penalty.


1.6 Extension of Maturity Date. At the Holder's option, the Maturity Date of the Note can be extend on a month to month basis. Holder may notify Maker by facsimile of any extension of the Maturity Date on or before the Maturity Date or any extension thereof or within the applicable Payment Grace Period for the Maturity Date or extension thereof.


ARTICLE II
EVENT OF DEFAULT


The occurrence of any of the following events of default ("Event of Default") shall, at the option of the Holder hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable in accordance with Article I, upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below:


2.1 Breach of Covenant. The Borrower breaches any material covenant or other term or condition of this Note in any material respect and such breach, if subject to cure, continues for a period of ten (10) days after written notice to the Borrower from the Holder.


2.2 Breach of Representations and Warranties. Any material representation or warranty of the Borrower made herein, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made.


2.3 Receiver or Trustee. The Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a subs ...