UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

             Current Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 8, 2010


                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC
              (EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)

FLORIDA                                000-30392                   13-4172059
-------                                ---------                   ----------
(STATE OR OTHER JURISDICTION)    (COMMISSION FILE NUMBER)       (I.R.S. EMPLOYER
OF INCORPORATION)                                                IDENTIFICATION)


             335 CONNIE CRESCENT, CONCORD, ONTARIO, CANADA L4K 5R2

              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (905) 695-4142

                                      N/A

         (Former name or former address, if changed since last report)



|_| Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 40.13e-4(c))





ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 26, 2010, the Company's wholly owned subsidiary ESW Canada, Inc.
received a second waiver of certain financial covenants under its Credit
Agreement dated March 10, 2010 (the "Credit Agreement") from its commercial
lender. Without the waiver, the Company's subsidiary would not be in compliance
with the Current Ratio and Effective Tangible Net Worth covenants as set forth
in the Credit Agreement. The second waiver as provided by the commercial lender
is through December 24, 2010. In the event the Company and its subsidiary ESW
Canada fail to comply with the terms of the waiver prior to the end of the
waiver period, same will constitute an event of default as set forth in the
Credit Agreement unless a further waiver or modification to the Credit Agreement
can be obtained.

                                       ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.

Date: November 26, 2010
                                       By: /s/ David J. Johnson
                                       ------------------------
                                               David J. Johnson Chief Executive
                                               Officer and President