EXHIBIT 10.3

                             STOCK PURCHASE WARRANT

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES
REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS
UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THOSE LAWS. NOTWITHSTANDING THE FOREGOING, THESE
SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY SUCH SECURITIES.

Date:  March  29,  2004
                                WORLDWATER CORP.
                             STOCK PURCHASE WARRANT

     THIS CERTIFIES THAT, for value received, SBI ADVISORS LLC ("SBI") or its
registered assigns, is entitled to purchase from WORLDWATER CORP., a Delaware
corporation (the "Company"), at any time or from time to time during the
Exercise Period (as defined in Section 2 hereof), Four Hundred Thousand
(400,000) fully paid and nonassessable shares of the Company's common stock,
(the "Common Stock"), at an exercise price per share (the "Exercise Price") of
$.30 (the "Warrant"). The number of shares of Common Stock purchasable hereunder
(the "Warrant Shares") and the Exercise Price are subject to adjustment as
provided in Section 4 hereof.

     This Warrant is subject to the following terms, provisions and conditions:

     1. (a) Manner of Exercise; Issuance of Certificates. Subject to the
provisions hereof, including, without limitation, the limitations contained in
Section 7 hereof, this Warrant may be exercised at any time during the Exercise
Period by the holder hereof, in whole or in part, by delivery of a completed
exercise agreement in the form attached hereto (the "Exercise Agreement"), to
the Company by 5 p.m. California time on any Business Day at the Company's
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the holder hereof) and upon payment to the Company as
provided in Section 1(b) below of the applicable Exercise Price for the Warrant
Shares specified in the Exercise Agreement. The Warrant Shares so purchased
shall be deemed to be issued to the holder hereof or such holder's designee, as
the record owner of such shares, as of the close of business on the date on
which this Warrant shall have been surrendered and the completed Exercise
Agreement shall have been delivered and payment shall have been made for such
shares as set forth above or, if such day is not a Business Day, on the next
succeeding Business Day. The Warrant Shares so purchased, representing the
aggregate number of shares specified in the Exercise Agreement, shall be
delivered to the holder hereof within a reasonable time, not exceeding five (5)
Business Days, after this Warrant shall have been so exercised (the "Delivery
Period"). If the Company's transfer agent is participating in the Depository
Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as
the certificates therefore do not require a legend and the holder is not
obligated to return such certificate for the placement of a legend thereon, the
Company shall cause its transfer agent to electronically transmit the Warrant
Shares so purchased to the holder by crediting the account of the holder or its
nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC
Transfer"). If the aforementioned conditions to a DTC Transfer are not
satisfied, the Company shall deliver to the holder physical certificates
representing the Warrant Shares so purchased. Further, the holder may instruct
the Company to deliver to the holder physical certificates representing the
Warrant Shares so purchased in lieu of delivering such shares by way of DTC
Transfer. Any certificates so delivered shall be in such denominations as may be
requested by the holder hereof, shall be registered in the name of such holder
or such other name as shall be designated by such holder and, following the date
on which the Warrant Shares may be sold by the holder pursuant to Rule 144(k)
promulgated under the Securities Act (or a successor rule), shall not bear any
restrictive legend. If this Warrant shall have been exercised only in part,
then, unless this Warrant has expired, the Company shall, at its expense, at the
time of delivery of such certificates, deliver to the holder a new Warrant
representing the number of shares with respect to which this Warrant shall not
then have been exercised.

     (b) Payment of Exercise Price. The holder shall pay the Exercise Price in
immediately available funds; provided, however, the holder hereof may satisfy
its obligation to pay the Exercise Price through a "cashless exercise," in which
event the Company shall issue to the holder hereof the number of Warrant Shares
determined as follows:

     X  =  Y  [(A-B)/A]

     where:

     X   = the  number  of  Warrant  Shares  to  be  issued  to  the  holder.

     Y   = the number of Warrant Shares with respect to which this Warrant is
           being exercised.

     A   = the average of the Closing Prices for the five trading days
           immediately prior to (but not including) the Exercise Date.

     B  =  the  Exercise  Price.

     For purposes of Rule 144 promulgated under the Securities Act, it is
intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction shall be deemed to have been acquired by the
holder hereof, and the holding period for the Warrant Shares shall be deemed to
have commenced, on the date this Warrant was originally issued pursuant to the
Advisory Agreement.


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<PAGE>

     2. Period of Exercise. This Warrant may be exercised at any time or
from time to time (an "Exercise Date") during the period (the "Exercise Period")
beginning on (a) the date hereof and ending (b) at 5:00 p.m., California time,
five years from the effective date of a registration statement covering the
resale of the Warrant Shares (provided such registration is effective during the
entire six month period).

     3. Certain Agreements of the Company. The Company hereby covenants and
agrees  as  follows:

     (a) Shares to be Fully Paid. All Warrant Shares will, upon issuance in
accordance with the terms of this Warrant, be validly issued, fully paid and
nonassessable and free from all taxes, liens, claims and encumbrances (except
for restrictions existing under applicable securities laws).

     (b) Reservation of Shares. During the Exercise Period, the Company
shall at all times have authorized, and reserved for the purpose of issuance
upon exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise in full of this Warrant (without giving effect to the
limitations on exercise set forth in Section 7(h) hereof).

     (c) Listing. The Company has secured the listing of the shares of
Common Stock issuable upon exercise of or otherwise pursuant to this Warrant
upon each national securities exchange or automated quotation system, if any,
upon which shares of Common Stock are then listed or become listed (subject to
official notice of issuance upon exercise of this Warrant) and shall maintain,
so long as any other shares of Common Stock shall be so listed, such listing of
all shares of Common Stock from time to time issuable upon the exercise of or
otherwise pursuant to this Warrant; and the Company shall so list on each
national securities exchange or automated quotation system, as the case may be,
and shall maintain such listing of, any other shares of capital stock of the
Company issuable upon the exercise of or otherwise pursuant to this Warrant if
and so long as any shares of the same class shall be listed on such national
securities exchange or automated quotation system.

     (d) Certain Actions Prohibited. The Company will not, by amendment of
its Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issuance or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder, but will at all times in
good faith assist in the carrying out of all the provisions of this Warrant.
Without limiting the generality of the foregoing, without consent of the holder,
the Company will take all such actions as may be necessary or appropriate in
order that the Company may validly and legally authorize and issue fully paid
and nonassessable shares of Common Stock upon the exercise of this Warrant, not
subject to preemptive rights.

      (e) Successors and Assigns.  This Warrant shall be binding upon any entity
succeeding to the Company by merger,  consolidation,  or  acquisition  of all or
substantially all of the Company's assets.

      (f) Blue Sky Laws. The Company shall, on or before the date of issuance of
any Warrant Shares, take such actions as the Company shall reasonably  determine
are  necessary to qualify the Warrant  Shares for, or obtain  exemption  for the
Warrant Shares for, sale to the holder of this Warrant upon the exercise  hereof
under  applicable  securities  or "blue  sky" laws of the  states of the  United
States,  and shall provide evidence of any such action so taken to the holder of
this Warrant prior to such date; provided,  however,  that the Company shall not
be required  to qualify as a foreign  corporation  or file a general  consent to
service of process in any such jurisdiction.

      4. Antidilution Provisions. During the Exercise Period, the Exercise Price
and the number of Warrant  Shares  issuable  upon the exercise of the  Warrants,
shall be subject to adjustment from time to time as provided in this Section 4.

     In the event that any adjustment of the Exercise Price as required herein
results in a fraction of a cent, such Exercise Price shall be rounded up or down
to the nearest cent; provided that, in no event shall the Exercise Price per
share be reduced below $0.01.


                                       2
<PAGE>

      (a)  Subdivision or Combination  of Common Stock.  If the Company,  at any
time during the Exercise Period, subdivides (by any stock split, stock dividend,
recapitalization,  reorganization,  reclassification or otherwise) its shares of
Common Stock into a greater number of shares, then, after the date of record for
effecting such  subdivision,  the Exercise Price in effect  immediately prior to
such subdivision will be proportionately  reduced.  If the Company,  at any time
during the Exercise Period, combines (by reverse stock split,  recapitalization,
reorganization, reclassification or otherwise) its shares of Common Stock into a
smaller  number of shares,  then,  after the date of record for  effecting  such
combination,  the Exercise Price in effect immediately prior to such combination
will be proportionately increased.

      (b)  Adjustment  for  Issuance of Common  Stock at Less Than the  Exercise
Price.  If and whenever any Additional  Common Stock (as defined below) shall be
issued by the Company (the "Common  Stock Issue Date") for a  consideration  per
share less than the Exercise  Price,  then in each such case the Exercise  Price
shall be reduced  to a new  Exercise  Price in an amount  equal to the price per
share for the Additional  Common Stock then issued, if issued in connection with
a sale of shares,  or the value of the Additional  Common Stock then issued,  as
determined in accordance  with  generally  accepted  accounting  principles,  if
issued other than for cash,  and the number of shares  issuable to the holder of
the Warrant upon conversion shall be proportionately increased; and, in the case
of Additional  Common Stock issued  without  consideration,  the Exercise  Price
shall be reduced in amount and the number of shares issued upon conversion shall
be  increased in an amount so as to maintain for the holder the right to convert
the Warrant into Warrant Shares equal in amount to the same percentage  interest
in the  Common  Stock of the  Company  as  existed  for the  holder  immediately
preceding the Common Stock Issue Date. The term "Additional Common Stock" herein
shall mean all shares of Common Stock or securities  convertible  or exercisable
into shares of Common Stock hereafter  issued by the Company  (including  Common
Stock held in the treasury of the Company),  except (A) Common Stock issued upon
the  conversion  of any of the  Warrants;  or (B)  Common  Stock  issuable  upon
exercise of employee or director stock options;

      (c) Adjustment in Number of Shares.  Upon each  adjustment of the Exercise
Price  pursuant  to the  provisions  of  this  Section  4 other  than a  Company
Reduction  as  defined  in Section  4(l),  the number of shares of Common  Stock
issuable  upon exercise of this Warrant shall be increased or decreased to equal
the quotient  obtained by dividing (i) the product of (A) the Exercise  Price in
effect  immediately  prior to such  adjustment,  multiplied by (B) the number of
shares of Common Stock issuable upon exercise of this Warrant  immediately prior
to such adjustment, by (ii) the adjusted Exercise Price.

      (d)  Consolidation,  Merger or Sale. In case of any  consolidation  of the
Company with, or merger of the Company into, any other entity, or in case of any
sale or  conveyance  of all or  substantially  all of the assets of the  Company
other than in connection  with a plan of complete  liquidation of the Company at
any time during the Exercise Period,  then as a condition of such consolidation,
merger or sale or conveyance, adequate provision will be made whereby the holder
of this Warrant will have the right to acquire and receive upon exercise of this
Warrant in lieu of the shares of Common Stock immediately theretofore acquirable
upon the exercise of this  Warrant,  such shares of stock,  securities,  cash or
assets as may be issued or payable with respect to or in exchange for the number
of shares of Common Stock immediately theretofore acquirable and receivable upon
exercise of this Warrant had such  consolidation,  merger or sale or  conveyance
not taken place. In any such case, the Company will make  appropriate  provision
to cause the  provisions of this Section 4 thereafter to be applicable as nearly
as  may  be in  relation  to  any  shares  of  stock  or  securities  thereafter
deliverable  upon the exercise of this Warrant.  The Company will not effect any
consolidation,  merger or sale or conveyance of all or substantially  all of its
assets unless prior to the consummation  thereof, the successor entity (if other
than the  Company)  assumes by written  instrument  the  obligations  under this
Warrant and the obligations to deliver to the holder of this Warrant such shares
of stock,  securities or assets as, in accordance with the foregoing provisions,
the holder may be entitled to acquire.

      (e) Distribution of Assets.  In case the Company shall declare or make any
distribution  of its assets  (other  than cash) (or rights to acquire its assets
(other  than  cash)) to all  holders  of Common  Stock as a partial  liquidating
dividend, stock repurchase,  by way of return of capital or otherwise (including
any dividend or distribution to the Company's  stockholders of shares (or rights
to acquire shares) of capital stock of a subsidiary) (a "Distribution"),  at any
time during the Exercise  Period,  then,  upon  exercise of this Warrant for the
purchase of any or all of the shares of Common Stock subject hereto,  the holder
of this Warrant shall be entitled to receive its pro-rata  amount of such assets
(or such  rights) as would have been  payable to the holder had such holder been
the  holder  of  such  shares  of  Common  Stock  on the  record  date  for  the
determination of stockholders entitled to such Distribution.


                                       3
<PAGE>

      (f) Notice of Adjustment.  Upon the occurrence of any event which requires
any  adjustment of the Exercise  Price then,  and in each such case, the Company
shall give notice  thereof to the holder of this  Warrant,  which  notice  shall
state the Exercise  Price  resulting  from such  adjustment  and the increase or
decrease in the number of Warrant Shares issuable upon exercise of this Warrant,
setting forth in reasonable  detail the method of calculation and the facts upon
which such  calculation  is based.  Such  calculation  shall be certified by the
chief financial officer of the Company.

      (g)  Minimum  Adjustment  of the  Exercise  Price.  No  adjustment  of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise  required to be made, but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and  together  with the next  subsequent  adjustment  which,  together  with any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

      (h) No Fractional  Shares.  No fractional shares of Common Stock are to be
issued upon the  exercise  of this  Warrant,  but the  Company  shall pay a cash
adjustment in respect of any fractional  share which would otherwise be issuable
in an amount  equal to the same  fraction of the closing bid price of a share of
Common Stock on the Principal Market on the date of such exercise.

      (i) Other Notices. In case at any time:

            (i) the Company  shall  declare any  dividend  upon the Common Stock
      payable  in shares  of stock of any  class or make any other  distribution
      (other than  dividends  or  distributions  payable in cash out of retained
      earnings  consistent  with the Company's  past  practices  with respect to
      declaring dividends and making distributions) to the holders of the Common
      Stock;

            (ii)  the  Company  shall  offer  for  subscription  pro rata to the
      holders of the Common Stock any additional shares of stock of any class or
      other rights;

            (iii) there shall be any capital  reorganiza-tion of the Company, or
      reclassification  of the Common Stock, or  consolidation  or merger of the
      Company with or into, or sale of all or  substan-tially  all of its assets
      to, another corporation or entity; or

            (iv)  there  shall  be  a  voluntary  or  involuntary   dissolution,
      liquidation  or  winding-up of the Company;  then, in each such case,  the
      Company shall give to the holder of this Warrant

                  (a) notice of the date or estimated date on which the books of
            the Company  shall close or a record shall be taken for  determining
            the holders of Common Stock entitled to receive any such  divi-dend,
            distribution,  or subscription rights or for determining the holders
            of  Common   Stock   entitled   to  vote  in  respect  of  any  such
            reorganization,   reclassification,   consolidation,  merger,  sale,
            dissolution,  liquidation  or winding-up  and (b) in the case of any
            such reorganization, reclassification,  consolidation, merger, sale,
            dissolution,  liquidation or winding-up,  notice of the date (or, if
            not then known, a reasonable  estimate  thereof by the Company) when
            the same shall take place.  Such notice  shall also specify the date
            on which the  holders of Common  Stock  shall be entitled to receive
            such dividend,  distribution,  or subscription rights or to exchange
            their  Common  Stock  for  stock or  other  securities  or  property
            deliverable    upon    such    reorganization,    re-classification,
            consolidation,   merger,   sale,   dissolution,    liquidation,   or
            winding-up,  as the case may be. Such notice shall be given at least
            fifteen  (15) days prior to the record date or the date on which the
            Company's books are closed in respect  thereto.  Failure to give any
            such notice or any defect  therein  shall not affect the validity of
            the  proceedings  referred to in clauses (i),  (ii),  (iii) and (iv)
            above.  Notwithstanding  the  foregoing,  the Company  may  publicly
            disclose the substance of any notice  delivered  hereunder  prior to
            delivery of such notice to the holder of this Warrant.

      (j) Certain Events.  If, at any time during the Exercise Period, any event
occurs of the type  contemplated by the adjustment  provisions of this Section 4
but not expressly provided for by such provisions,  the Company will give notice
of such event as provided in Section 4(f)  hereof,  and the  Company's  Board of
Directors  will make an  appropriate  adjustment  in the Exercise  Price and the
number of shares of Common  Stock  acquirable  upon  exercise of this Warrant so
that the rights of the holder shall be neither  enhanced nor  diminished by such
event.


                                       4
<PAGE>

      (k) Certain Definitions.

            (i) "Business Day" means any day, other than a Saturday or Sunday or
      a day  on  which  banking  institutions  in the  State  of  New  York  are
      authorized or obligated by law, regulation or executive order to close.

            (ii) "Common  Stock," for  purposes of this Section 4,  includes the
      Common Stock and any  additional  class of stock of the Company  having no
      preference as to dividends or distributions on liquidation,  provided that
      the shares purchasable  pursuant to this Warrant shall include only Common
      Stock in respect of which this Warrant is exercisable, or shares resulting
      from any  subdivision or combination of such Common Stock,  or in the case
      of any reorganization, reclassification, consolidation, merger, or sale of
      the  character  referred  to in Section  4(d)  hereof,  the stock or other
      securities or property provided for in such Section.

            (iii) "Principal Market" means the  Over-the-Counter  Bulletin Board
      or, if the  Common  Stock is not traded on the  Over-the-Counter  Bulletin
      Board,  then the principal  securities  exchange or trading market for the
      Common Stock.

      5. Issue Tax. The  issuance of  certificates  for Warrant  Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

      6. No Rights or  Liabilities  as a  Stockholder.  This  Warrant  shall not
entitle the holder  hereof to any voting rights or other rights as a stockholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  stockholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

      7. Transfer, Exchange, Redemption and Replacement of Warrant.

      (a)  Restriction  on Transfer.  This Warrant and the rights granted to the
holder  hereof  are  transferable  in whole or in part,  at any one  time,  upon
surrender of this Warrant,  together with a properly executed  assignment in the
form  attached  hereto,  at the office or agency of the  Company  referred to in
Section 7(e). Until due presentment for registration of transfer on the books of
the Company, the Company may treat the registered holder hereof as the owner and
holder  hereof for all  purposes,  and the Company  shall not be affected by any
notice to the contrary.

      (b) Warrant  Exchangeable  for  Different  Denominations.  This Warrant is
exchangeable,  upon the  surrender  hereof by the holder hereof at the office or
agency of the Company  referred to in Section  7(e) below,  for new  Warrants of
like tenor of different denominations representing in the aggregate the right to
purchase the number of shares of Common Stock which may be purchased  hereunder,
each of such new  Warrant to  represent  the right to  purchase  such  number of
shares  as  shall  be  designated  by the  holder  hereof  at the  time  of such
surrender.

      (c)   Replacement  of  Warrant.   Upon  receipt  of  evidence   reasonably
satisfactory to the Company of the loss,  theft,  destruction,  or mutilation of
this  Warrant and, in the case of any such loss,  theft,  or  destruction,  upon
delivery of an indemnity agreement  reason-ably  satisfactory in form and amount
to the  Company,  or, in the case of any such  mutilation,  upon  surrender  and
cancellation  of this  Warrant,  the Company,  at its expense,  will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

      (d) Cancellation;  Payment of Expenses. Upon the surrender of this Warrant
in connection with any trans-fer,  exchange,  or replacement as provided in this
Section 7, this Warrant shall be promptly  canceled by the Company.  The Company
shall  pay all  taxes  (other  than  securities  transfer  taxes)  and all other
expenses  (other  than  legal  expenses,  if  any,  incurred  by the  holder  or
transferees) and charges payable in connection with the preparation,  execution,
and delivery of Warrants pursuant to this Section 7.

      (e)  Warrant  Register.  The  Company  shall  maintain,  at its  principal
executive  offices  (or such  other  office or agency of the  Company  as it may
designate by notice to the holder hereof), a register for this Warrant, in which
the Company  shall  record the name and address of the person in whose name this
Warrant has been issued,  as well as the name and address of each transferee and
each prior owner of this Warrant.


                                       5
<PAGE>

      (f)  Exercise or  Transfer  Without  Registration.  If, at the time of the
surrender of this Warrant in connection with any exercise, transfer, or exchange
of this  Warrant,  this  Warrant (or, in the case of any  exercise,  the Warrant
Shares issuable hereunder), shall not be registered under the Securities Act and
under applicable state securities or blue sky laws, the Com-pany may require, as
a condition of allowing  such  exercise,  transfer,  or  exchange,  (i) that the
holder or transferee of this Warrant, as the case may be, furnish to the Company
a written  opinion of counsel (which  opinion shall be reasonably  acceptable to
the Company and shall be in form,  substance and scope customary for opinions of
counsel in comparable transactions) to the effect that such exercise,  transfer,
or exchange may be made without  registration under the Securities Act and under
applicable state securities or blue sky laws, (ii) that the holder or transferee
execute and deliver to the Company an investment  letter in form and  sub-stance
reasonably  acceptable  to the  Company  and  (iii)  that the  transferee  be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act;  provided,  that no such  opinion,  letter,  or  status  as an  "accredited
investor" shall be required in connection  with a transfer  pursuant to Rule 144
under the Securities Act.

      8.  Registration  Rights.  The initial holder of this Warrant (and certain
assignees  thereof) are entitled to the benefit of such  registration  rights in
respect  of the  Warrant  Shares  as are  set  forth  in a  Registration  Rights
Agreement dated as of the date hereof, including the right to assign such rights
to certain assignees, as set forth therein.

      9. Notices.  Any notices required or permitted to be given under the terms
of this Warrant  shall be sent by certified or registered  mail (return  receipt
requested) or delivered  personally or by courier or by confirmed telecopy,  and
shall be effective  five (5) days after being placed in the mail, if mailed,  or
upon receipt or refusal of receipt, if delivered personally or by courier, or by
confirmed  telecopy,  in each case addressed to a party.  The addresses for such
communications shall be:

If  to  SBI:

2361  Campus  Drive,  Suite  210
Irvine,  California  92612
Attn:  Matt  McGovern
Telephone:(949)  679-8326
Telecopier:(949)  679-7280

With  a  copy  to:

Loeb  &  Loeb  LLP
101000  Santa  Monica  Boulevard.,  Suite  2200
Los  Angeles,  California  90067-4164
Attn:     David  Ficksman,  Esq.
Telephone:     (310)  282-2350
Telecopier:    (310)  282-2200

      If to any other holder, at such address as such holder shall have provided
in writing to the Company,  or at such other address as such holder furnishes by
notice given in accordance with this Section 9.

      10. Governing Law; Venue;  Waiver Of Jury Trial. All questions  concerning
the construction, validity, enforcement and interpretation of this warrant shall
be governed by and  construed  and enforced in  accordance  with the laws of the
State of  California.  Each party hereby  irrevocably  submits to the  exclusive
jurisdiction of the state and federal courts sitting in the city of Los Angeles,
California,  for the  adjudication  of any dispute  hereunder  or in  connection
herewith  or with  any  transaction  contemplated  hereby  or  discussed  herein
(including with respect to the enforcement of any of the transaction documents),
and hereby  irrevocably  waives, and agrees not to assert in any suit, action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any such court,  that such suit,  action or proceeding  is improper.  Each party
hereby  irrevocably  waives personal  service of process and consents to process
being served in any such suit,  action or  proceeding  by mailing a copy thereof
via  registered  or  certified  mail or  overnight  delivery  (with  evidence of
delivery)  to such party at the  address in effect for  notices to it under this
agreement  and agrees that such service  shall  constitute  good and  sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve  process in any manner  permitted by law.
The Company hereby waives all rights to a trial by jury.


                                       6
<PAGE>

      11. Miscellaneous.

      (a) Except as  provided  in Section  7(h)  hereof,  this  Warrant  and any
provision  hereof may only be amended by an instrument in writing  signed by the
Company and the holder hereof.

      (b) The descriptive  headings of the several  Sections of this Warrant are
inserted  for purposes of  reference  only,  and shall not affect the meaning or
construction of any of the provisions hereof.

      (c) In case any one or more of the  provisions  of this  Warrant  shall be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or impaired  thereby and the parties  will attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be a  commercially  reasonable
substitute  therefore,  and upon so agreeing,  shall incorporate such substitute
provision in this Warrant.

      (d) Subject to the restrictions on transfer set forth herein, this Warrant
may be assigned by the holder.  This Warrant may not be assigned by the Company.
This Warrant shall be binding on and inure to the benefit of the parties  hereto
and their respective successors and assigns.  Subject to the preceding sentence,
nothing in this Warrant  shall be construed to give to any Person other than the
Company and the holder any legal or equitable  right,  remedy or cause of action
under this Warrant.

      (e) The Company  will not, by  amendment  of its  governing  documents  or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the holder hereof against impairment.  Without limiting
the generality of the foregoing, the Company (i) will not increase the par value
of any Warrant Shares above the amount payable therefore on such exercise,  (ii)
will take all such action as may be reasonably necessary or appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
Warrant  Shares on the  exercise of this  Warrant,  and (iii) will not close its
stockholder  books or  records in any manner  which  interferes  with the timely
exercise of this Warrant.

      (f) In addition to any other rights  available to a holder hereof,  if the
Company fails to deliver to the holder hereof a certificate representing Warrant
Shares  by the fifth  Business  Day  after  the date on which  delivery  of such
certificate  is required by this Warrant,  and if after such fifth  Business Day
the holder hereof purchases (in an open market  transaction or otherwise) shares
of Common Stock to deliver in satisfaction of a sale by the holder hereof of the
Warrant Shares that the holder hereof anticipated  receiving from the Company (a
"Buy-In"),  then the Company  shall,  within  three (3)  Trading  Days after the
holder hereof  requests and in the discretion of the holder  hereof,  either (i)
pay cash to the holder hereof in an amount equal to the holder's  total purchase
price (including brokerage  commissions,  if any) for the shares of Common Stock
so purchased (the "Buy-In  Price"),  at which point the Company's  obligation to
deliver such certificate  (and to issue such Common Stock) shall  terminate,  or
(ii) promptly honor its obligation to deliver to the holder hereof a certificate
or certificates representing such Common Stock and pay cash to the holder hereof
in an amount  equal to the excess (if any) of the Buy-In  Price over the product
of (A) such number of shares of Common Stock, times (B) the Closing Price on the
date of the event  giving  rise to the  Company's  obligation  to  deliver  such
certificate.  Notwithstanding anything to the contrary, this Section 11(f) shall
not apply if the Company  fails to timely  perform due to the  Transfer  Agent's
failure to timely deliver the  certificates or otherwise  effect the issuance in
accordance with the instructions from the Company.

      (g) The  Company's  obligations  to issue and  deliver  Warrant  Shares in
accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the holder  hereof to enforce the same,  any waiver or
consent  with  respect to any  provision  hereof,  the  recovery of any judgment
against  any  Person  or  any  action  to  enforce  the  same,  or  any  setoff,
counterclaim,  recoupment,  limitation or termination,  or any breach or alleged
breach by the holder hereof or any other Person of any obligation to the Company
or any  violation or alleged  violation of law by the holder hereof or any other
Person,  and irrespective of any other  circumstance which might otherwise limit
such  obligation  of the  Company to the holder  hereof in  connection  with the
issuance of Warrant  Shares.  Nothing  herein  shall limit a right of the holder
hereof to pursue any other  remedies  available  to it  hereunder,  at law or in
equity including,  without limitation,  a decree of specific  performance and/or
injunctive  relief  with  respect to the  Company's  failure  to timely  deliver
certificates representing shares of Common Stock upon exercise of the Warrant as
required pursuant to the terms hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

      IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed by
its duly authorized officer.

WORLDWATER  CORP.

     By:  _________________________
     Name:  _______________________
     Title: ________________________


                                       7
<PAGE>

                           FORM OF EXERCISE AGREEMENT

         (TO BE EXECUTED BY THE HOLDER IN ORDER TO EXERCISE THE WARRANT)

     To:  Worldwater Corp.
          Pennington Business Park
          55 Route 31 South
          Pennington, New Jersey 08534
          Telecopier: 609-818-0720
          Attn: Chief Executive Officer

      The  undersigned  hereby  irrevocably  exercises  the  right  to  purchase
_____________  shares of the Common Stock of  WORLDWATER  CORP.,  a  corporation
organized  under the laws of the State of Nevada  (the  "Company"),  and tenders
herewith payment of the Exercise Price in full, in the amount of $_____________,
in cash,  by  certified  bank check or by wire  transfer  for the account of the
Company or exercises this Warrant pursuant to the "cashless exercise" provisions
thereof; and

      The undersigned agrees not to offer,  sell,  transfer or otherwise dispose
of  any  Common  Stock  obtained  on  exercise  of  the  Warrant,  except  under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

      The  undersigned  requests  that the Company  cause its transfer  agent to
electronically  transmit the Common  Stock  issuable  pursuant to this  Exercise
Agreement  to  the  account  of  the   undersigned  or  its  nominee  (which  is
_________________)  with DTC  through its Deposit  Withdrawal  Agent  Commission
System ("DTC TRANSFER").

      In lieu of receiving the shares of Common Stock issuable  pursuant to this
Exercise Agreement by way of DTC Transfer,  the undersigned hereby requests that
the Company  cause its  transfer  agent to issue and deliver to the  undersigned
physical certificates representing such shares of Common Stock.


                                       8
<PAGE>

      The  undersigned  requests  that a Warrant  representing  any  unexercised
portion hereof be issued, pursuant to the Warrant, in the name of the Holder and
delivered to the undersigned at the address set forth below:

Dated:_________________                 ____________________________________
                                        Signature  of  Holder

____________________________________
Name  of  Holder  (Print)

Address:
____________________________________

____________________________________


                                       9
<PAGE>

                               FORM OF ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
all the rights of the undersigned under the attached Warrant, with respect to
the number of shares of Common Stock covered thereby issuable pursuant to the
attached Warrant set forth herein below, to:

Name  of  Assignee               Address                    No  of  Shares
------------------               -------                    --------------

and hereby irrevocably constitutes and appoints __________________________ as
agent and attorney-in-fact to transfer said Warrant on the books of the
within-named corporation, with full power of substitution in the premises.

Dated:  _____________________,  ____

In  the  presence  of

     Name:  ____________________________
     Signature:  _______________________

Title of Signing Officer or Agent (if any):

     Address:  _________________________

     ___________________________________

Note: The above signature should correspond exactly with the name on the face of
      the within Warrant.

                                       10