UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               FORM 8-K/A (NO. 1)

             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

Effective December 23, 2010, the Company's wholly owned subsidiary ESW Canada,
Inc. received a third 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 third waiver provided by the commercial lender is
through January 31, 2011 and also provides for a fee payable to the lender for
the extension, as well as a reduction in the maximum security Margin Deficit
under the Credit Facility (by either reducing borrowing or increasing Borrowing
Base) and an increase in the interest rate on the Company's Operating Loan under
the Credit Agreement to the Canadian Imperial Bank of Commerce prime plus 4.50%
effective January 1, 2011. In the event the Company and its subsidiary ESW
Canada fail to comply with the terms of the waiver and meet the current ratio
and effective tangible net worth covenants 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: December 27, 2010
                                     By: /s/ David J. Johnson
                                         -----------------------
                                             David J. Johnson Chief Executive
                                             Officer and President