EXHIBIT 4.1



                           CERTIFICATE OF DESIGNATION
                                       OF
                      SERIES E CONVERTIBLE PREFERRED STOCK
                                       OF
                      WORLDWATER & SOLAR TECHNOLOGIES CORP.


     WORLDWATER  &  SOLAR  TECHNOLOGIES CORP. (the "CORPORATION"), a corporation
organized  and  existing  under  the  General  Corporation  Law  of the State of
Delaware  (the  "GCL"),  hereby  certifies  that  pursuant  to the provisions of
Sections  141 and 151 of the GCL, the Board of Directors of the Corporation (the
"BOARD"),  on  January  11,  2008,  duly adopted the following resolution, which
resolution  remains  in  full  force  and  effect  as  of  the  date  hereof:

     WHEREAS,  the  Board is authorized, within the limitations and restrictions
stated  in the Certificate of Incorporation of the Corporation, to fix and amend
by  resolution  or resolutions the designation of each series of Preferred Stock
(the  "PREFERRED  STOCK"),  and the rights, powers, preferences, qualifications,
limitations and restrictions thereof, including, without limiting the generality
of  the  foregoing,  such  provisions  as  may  be  desired  concerning  voting,
redemption,  dividends, dissolution or the distribution of assets, conversion or
exchange,  and  such  other subjects or matters as may be fixed by resolution or
resolutions  of  the  Board  under  the  GCL;  and

     WHEREAS, it is the desire of the Board, pursuant to its authority as
aforesaid, to authorize and fix the terms of a series of Preferred Stock and the
number of shares constituting such series:


     NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized such number
and series of Preferred Stock on the terms and with the provisions herein set
forth:

     1. Designation, Number of Shares, Par Value and Ranking. The shares of the
series of Preferred Stock authorized by this resolution shall be designated as
"SERIES E CONVERTIBLE PREFERRED STOCK" ("SERIES E PREFERRED"). The number of
shares initially constituting the Series E Preferred shall be nineteen thousand
seven hundred (19,700), One Cent ($.01) par value per share. Subject to
compliance with applicable protective voting rights granted herein, the Series E
Preferred shall, with respect to dividend rights and rights on liquidation,
winding up, and dissolution, rank pari passu with all series and classes of the
common stock of the Corporation (the "COMMON STOCK") (including, without
limitation, inclusion in provisions with respect to liquidation and acquisition
preferences, redemption and/or approval of matters by vote or written consent).

     2. Dividend, Liquidation and Other Distribution Rights. In the event
dividends are paid, distributions in liquidation are made, or any other kind of
distribution is made on any shares of Common Stock, whether in cash or property,
the Corporation shall make an identical payment or distribution on all
outstanding shares of Series E Preferred, as if each share of Series E Preferred
constituted one thousand (1,000) shares of Common Stock, or such other number of
shares of Common Stock into which such Series E Preferred would then be
converted if the Conversion Trigger occurred on such date.

     3. Voting Rights. The holder of each share of Series E Preferred shall have
the right to one vote for each share of Common Stock into which such Series E
Preferred would then be converted if the Conversion Trigger occurred on the
record date for such vote, and with respect to such vote, such holder shall have
full voting rights and powers equal to the voting rights and powers of the
holders of Common Stock, and shall be entitled, to notice of any stockholders'
meeting in accordance with the bylaws of the Corporation, and shall be entitled
to vote, together with holders of Common Stock, with respect to any question
upon which holders of Common Stock have the right to vote. Fractional votes
shall not, however, be permitted, and any fractional voting rights available on
an as-converted basis (after aggregating all shares into which shares of Series
E Preferred held by each holder could be converted) shall be rounded to the
nearest whole number (with one-half and greater being rounded upward).

     4. Other Rights. To the extent any rights of a holder of Common Stock exist
which are not governed by Sections 2 and 3 hereof, the holder of each share of
Series E Preferred shall have all of the rights of a holder of one thousand
(1,000) shares Common Stock or such other number of shares of Common Stock into
which such Series E Preferred would then be converted if the Conversion Trigger
had occurred on any applicable date.

     5. Conversion. The Series E Preferred shall be converted as follows (the
"CONVERSION"):

     (a) Automatic Conversion. Subject to adjustment as provided for in Section
5(c) hereof, each share of Series E Preferred shall automatically be converted
into one thousand (1,000) shares of Common Stock upon the Corporation's filing
an Amendment to, or Amended, Certificate of Incorporation authorizing issuance
of a sufficient number of shares of Common Stock to allow for such conversion
(the "CONVERSION TRIGGER").

     (b) Mechanics of Conversion. Upon the occurrence of the Conversion Trigger,
the Corporation shall give written notice of its occurrence to each holder of
Series E Preferred (the "CONVERSION NOTICE"). The Series E Preferred shall be
automatically converted as of the Conversion Trigger and each holder of Series E
Preferred shall be deemed to be the holder of the Common Stock into which the
Series E Preferred is convertible. Upon receipt of the Conversion Notice, the
holders of the Series E Preferred shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the Corporation or of any
transfer agent for the Series E Preferred. The Corporation shall, as soon as
practicable thereafter, issue and deliver at such office to such holder of
Series E Preferred, or to the nominee or nominees of such holder, a certificate
or certificates for the number of shares of Common Stock to which such holder
shall be entitled as aforesaid.

     (c) Conversion Adjustments of Preferred Stock for Certain Dilutive
Issuances, Splits and Combinations. The number of shares of Common Stock
issuable upon conversion of the Series E Preferred Stock shall be subject to
adjustment from time to time as follows:

     (i) Stock Splits, Recapitalizations, Subdivisions and Combination. If, at
any time or from time to time, there shall be a stock split, recapitalization, a
subdivision, combination or merger or sale of assets transaction, or a
distribution of Common Stock or other property, in which for any reason the
Series E Preferred did not participate (an "ADJUSTMENT EVENT") the holders of
the Series E Preferred shall thereafter be entitled to receive, upon conversion
of the Series E Preferred, the number of shares of stock or other securities or
property of the Corporation or otherwise, to which a holder of Common Stock
deliverable upon conversion would have been entitled on such Adjustment Event.

     (ii) Other Events. If any event occurs of the type contemplated by this
Section 4(c) but not expressly provided for herein, then the Corporation's Board
of Directors will make an appropriate adjustment in the number of shares of
Common Stock or other rights to be issued to the holder of the Series E
Preferred upon conversion so as to protect the right of such holders.

     (iii) Notices. In case of (a) the adjustment or readjustment of the number
of shares into which the Series E Preferred shall be converted, the Corporation
shall compute such adjustment or readjustment and shall prepare a certificate
showing such adjustment and (b) the establishment of a record date for any
action of, or the granting of any rights to, holders of Common Stock, then in
each case the Corporation shall mail such certificate to each holder of Series E
Preferred within ten (10) days after such Adjustment Event.

     6. Headings. The headings of the various Sections and subsections hereof
are for convenience of reference only and shall not affect the interpretation of
any of the provisions hereof.

     7. Protective Provisions. So long as any shares of Series E Preferred are
outstanding, the Corporation, without first obtaining approval of the holders of
a majority of the Series E Preferred, cannot (i) alter or change the rights,
preferences or privileges of the Series E Preferred so as to materially and
adversely affect such Series E Preferred, or (ii) enter into any transaction,
including a reorganization or merger, which would materially and adversely
affect the rights of the holders of the Series E Preferred to convert into
Common Stock maintaining the same rights as if such holders were at all times
the holders of Common Stock.

     8. No Reissuance of Series E Preferred. No share or shares of Series E
Preferred acquired by the Corporation by reason of redemption, purchase,
conversion or otherwise shall be reissued.

     9. Severability of Provisions. If any right, preference or limitation of
the Series E Preferred set forth in this Certificate of Designation (as such
Certificate of Designation may be amended from time to time) is invalid,
unlawful, or incapable of being enforced by reason of any rule of law or public
policy, all other rights, preferences and limitations set forth in this
Certificate of Designation (as so amended) which can be given effect without the
invalid, unlawful or unenforceable right, preference or limitation shall,
nevertheless, remain in full force and effect, and no right preference or
limitation herein set forth shall be deemed dependent upon any other such right,
preference or limitation.

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IN  WITNESS  WHEREOF,  WorldWater  &  Solar  Technologies  Corp. has caused this
certificate  to  be  executed by an authorized officer this 25th day of January,
2008.


WorldWater & Solar Technologies Corp.


By:        /s/ Quentin T. Kelly
        --------------------------------------
        Name:  Quentin T. Kelly
        Title: Chief Executive Officer

Attest:

By:        /s/ Marie N. Dursin
        ---------------------------------------
        Name:  Marie N. Dursin
        Title: Secretary