EXHIBIT 10.2

                              TERM CREDIT AGREEMENT
                              ---------------------

      THIS TERM CREDIT AGREEMENT (this  "Agreement") is made and entered into as
of March 29,  2004,  by and  among  WORLDWATER  CORP.,  a  Delaware  corporation
("Borrower"), HONG KONG LEAGUE CENTRAL CREDIT UNION, in its capacity as a lender
hereunder  ("Hong Kong League"),  HIT CREDIT UNION,  in its capacity as a lender
hereunder ("HIT"),  (HIT and Hong Kong League shall be collectively  referred to
as "Lenders"), and SBI ADVISORS, LLC, a California limited liability company, in
its capacity as agent for Lenders ("Agent"), with reference to the following:

                                   WITNESSETH:

      WHEREAS,  Lenders  desire to make a Term Loan to  Borrower,  and  Borrower
desires to borrow from  Lenders the amount of such Term Loan,  subject to and in
accordance with the terms and conditions set forth herein, and in the Notes; and
WHEREAS,  Lenders  desire to appoint  Agent,  and Agent  desires to accept  such
appointment,  to act as agent for and on behalf of Lenders,  with respect to the
Term Loan, for the purposes described herein.

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
contained herein, and for other good and valuable  consideration,  the delivery,
receipt,  and  sufficiency of which is hereby  acknowledged,  the parties hereto
agree as follows:

1. Certain Defined Terms.  As used in this Agreement,  the following terms shall
have the following meanings:

      "Affiliate"  means,  with  respect to any Person,  (a) each  Person  that,
directly or indirectly, owns or controls, whether beneficially, or as a trustee,
guardian or other  fiduciary,  twenty percent (20%) or more of the capital stock
or other  Equity  Interests  having  ordinary  voting  power in the  election of
directors, managers or other Persons having the ability to manage the affairs of
that Person, (b) each Person that controls,  is controlled by or is under common
control  with  that  Person,  (c)  each of that  Person's  officers,  directors,
members,  managers,  joint  venturers  and  partners  and (d) in the case of the
Borrower,  the  immediate  family  members,  spouses and lineal  descendants  of
individuals who are otherwise  Affiliates of the Borrower.  For purposes of this
definition,  "control" of a Person means the possession, directly or indirectly,
of the power to direct or cause the  direction  of its  management  or policies,
whether through the ownership of voting securities, by contract or otherwise.

      "Business  Day" means a day (a) other than Saturday or Sunday,  and (b) on
which  commercial  banks are open for  business in New York,  New York,  and Los
Angeles, California.

      "Closing Date" means the date each of the  conditions  precedent set forth
in Section 5 hereof is fully satisfied.

      "Equity Interests" means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of
the warrants,  options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests in)
such Person,  all of the securities  convertible into or exchangeable for shares
of capital stock of (or other  ownership or profit  interests in) such Person or
warrants,  rights or options for the purchase or acquisition from such Person of
such shares (or such other interests),  and all of the other ownership or profit
interests in such Person (including, without limitation,  partnership, member or
trust interests therein),  whether voting or nonvoting,  and whether or not such
shares, warrants, options, rights or other interests are authorized or otherwise
existing on any date of determination.


                                       1
<PAGE>

      "Event of Default" has the meaning set forth in Section 7.

      "Interest Rate" has the meaning set forth in Section 2(c).

      "Lien"  means any  mortgage,  deed of trust,  pledge,  security  interest,
assignment,  deposit  arrangement,  charge or  encumbrance,  lien  (statutory or
other),  or other  preferential  arrangement  (including any conditional sale or
other title retention  agreement,  any financing lease having  substantially the
same  economic  effect  as any of the  foregoing  or any  agreement  to give any
security interest).

      "Maturity Date" has the meaning set forth in Section 2(b).

      "Notes" has the meaning set forth in Section 2(d).

      "Person"  means an individual,  corporation,  limited  liability  company,
partnership,  joint venture,  trust,  unincorporated  organization  or any other
juridical entity.

      "Permitted  Lien"  means  those  Liens  disclosed  on  Schedule I attached
hereto.


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<PAGE>

      "Restricted  Payment" means (a) the declaration or payment of any dividend
or the incurrence of any liability to make any other payment or  distribution of
cash or other property or assets in respect of a Person's Equity Interests,  (b)
any payment on account of the purchase, redemption,  defeasance, sinking fund or
other  retirement  of a  Person's  Equity  Interests  or any  other  payment  or
distribution  made in respect  thereof,  either directly or indirectly,  (c) any
payment  made to  redeem,  purchase,  repurchase  or  retire,  or to obtain  the
surrender  of, any  outstanding  warrants,  options  or other  rights to acquire
Equity Interests of such Person now or hereafter outstanding, (d) any payment of
a claim for the  rescission of the purchase or sale of, or for material  damages
arising from the purchase or sale of, any such Person's Equity Interests or of a
claim for  reimbursement,  indemnification  or  contribution  arising  out of or
related to any such claim for  damages or  rescission;  (e) any  payment,  loan,
contribution, or other transfer of funds or other property to any stockholder of
such  Person  other  than  payment of  compensation  in the  ordinary  course of
business to stockholders  who are employees of such Person;  and (f) any payment
of  management  fees (or other fees of a similar  nature) by such  Person to any
stockholder of such Person or their Affiliates.

      "SBIB Term Sheet"  means the proposed  Term Sheet  attached as Schedule II
between Borrower and SBI Brightline VIII LLC.

      "Term Loan" has the meaning set forth in Section 2(a).

2. Amount and Terms of the Term Loan.

      (a) Term  Loan  Advance.  Subject  to the  terms  and  conditions  of this
Agreement,  each Lender hereby, severally and not jointly, agrees to make a loan
to Borrower  (the "Term  Loan") on the Closing Date in the  aggregate  amount of
Eight Hundred Thousand Dollars (U.S.$800,000), which amount may be repaid at any
time prior to the  Maturity  Date  without  premium or  penalty,  but may not be
reborrowed once repaid.

      (b)  Repayment.  The Term Loan shall be repaid as  follows:  Four  Hundred
Thousand ($400,000) of the principal amount (the "Initial  Amortization Amount")
will be due and  payable  within  three days after  receipt by  Borrower  of the
proceeds from the $0.17 Tranche, as such term is defined in the SBIB Term Sheet;
and all  remaining  unpaid  principal  of and accrued  interest on the Term Loan
(including,   but  not  limited  to  the  Initial  Amortization  Amount  if  not
theretofore  made) shall,  be payable on the earliest of (the "Maturity  Date"),
(i) the date six months from the Closing Date, (ii) the effective date under the
Securities Act of 1933, as amended, of the registration statement referred to in
the SBIB Term Sheet and (iii) a default or event of default by  Borrower  of any
of the  agreements  evidencing  the  transaction  contemplated  in the SBIB Term
Sheet.

      (c) Interest Rate and Interest  Payments.  Borrower  shall pay interest on
the unpaid  principal  amount of the Term Loan from the  Closing  Date until the
Maturity  Date,  at a rate  equal to  eighteen  percent  (18%)  per  annum  (the
"Interest Rate")  calculated on the basis of a 360 day year.  Subject to Section
2(e) and 2(g) below,  interest on the outstanding  principal  amount of the Term
Loan shall be due and payable to Agent,  for the ratable benefit of Lenders,  in
advance (i) on the Closing Date and, (ii)  thereafter,  on the last Business Day
of each  calendar  month,  commencing  on the first of such dates  following the
Closing  Date until the  Maturity  Date,  at which time all  accrued  but unpaid
interest shall be due and payable.

      (d) Promissory  Notes.  The Term Loan shall be evidenced by two promissory
notes  (collectively,  the  "Notes")  in the forms of Exhibit  "A-1" and Exhibit
"A-2" attached hereto, duly executed and delivered to Agent by Borrower.

      (e)  Interest  on Event of  Default.  Upon the  occurrence  and during the
continuance  of an Event of  Default,  Borrower  agrees to pay  interest  on the
entire unpaid  principal  amount of the Term Loan, as well as on any interest or
other amount past due, from the date of such Event of Default until the date the
same is cured in full, payable on demand, at a rate per annum equal at all times
to the Interest Rate plus two percent (2.0%).

      (f) Manner of Payment.  All payments of principal or interest hereunder or
under the Notes shall be delivered to Agent, for the ratable benefit of Lenders,
in immediately  available  funds on the date due at such place as Agent may from
time to time designate.

      (g) Limitation on Interest  Rate. In no  contingency  or event  whatsoever
shall the  aggregate of all amounts  deemed  interest  hereunder  and charged or
collected  by Agent or Lenders or any holder of a Note exceed the  highest  rate
permissible  under any law which a court of competent  jurisdiction  shall, in a
final  determination,  deem  applicable  hereto.  In the event that such a court
determines that Agent or any Lender has charged or received  interest  hereunder
and under the  Notes,  in excess of the  highest  applicable  rate,  the rate in
effect  hereunder  and under the Notes,  shall  automatically  be reduced to the
maximum rate permitted by applicable  law, and Agent and Lenders shall apply all
interest  paid in  excess of the  maximum  lawful  rate  first to  amounts  owed
pursuant to Section 9(d) and thereafter to the principal  balance of the amounts
outstanding  hereunder  and under the  Notes.  It is the  intent of the  parties
hereto that  Borrower not pay or contract to pay, and that Agent and Lenders not
receive or contract to receive, directly or indirectly in any manner whatsoever,
interest  in excess of that which may be paid by  Borrower  to Agent and Lenders
under applicable law.


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<PAGE>

3. Representations and Warranties. In order to induce Agent and Lenders to enter
into this Agreement and to make the Term Loan contemplated  hereunder,  Borrower
hereby represents and warrants to Agent and Lenders as follows:

      (a) Legal Status.  Borrower is a corporation  duly  incorporated,  validly
existing, and in good standing under the laws of the State of Delaware. Borrower
is qualified or licensed to do  business,  and is in good  standing as a foreign
corporation in all  jurisdictions  in which such  qualification  or licensing is
required or in which the failure to so qualify or to be so licensed could have a
material adverse effect on Borrower.

      (b)  Authorization  and Validity.  This  Agreement and the Notes have been
duly  authorized,  and upon their  execution and delivery in accordance with the
provisions  hereof  and  thereof  will  constitute  legal,   valid  and  binding
agreements  and  obligations of Borrower,  enforceable in accordance  with their
respective terms.

      (c) No Conflict.  The execution,  delivery, and performance by Borrower of
this  Agreement and the Notes do not and will not conflict with the terms of the
Certificate of Incorporation or bylaws of Borrower, violate any provision of any
judgment,  decree  or order  of any  court or  governmental  authority  by which
Borrower is bound,  or any  provision  of any law or  regulation  applicable  to
Borrower,  or result in a breach of or  constitute a default under any contract,
obligation,  indenture,  or other  instrument to which Borrower is a party or by
which Borrower may be bound.

      (d) No Consents.  The execution,  delivery, and performance by Borrower of
this  Agreement  and the Notes do not and will not  require  any  authorization,
approval,  or other  action by, or notice to or filing  with,  any  governmental
authority, regulatory body, or any other person or entity.

      (e) Use of Proceeds.  No proceeds of the Term Loan will be used to acquire
any equity security of a class that is registered  pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended.

      (f) Margin  Stock.  Borrower is not engaged in the  business of  extending
credit for the  purpose of  purchasing  or  carrying  margin  stock  (within the
meaning of Regulation U issued by the Board of Governors of the Federal  Reserve
System),  and no proceeds of the Term Loan will be used to purchase or carry any
margin  stock or extend  credit to  others  for the  purpose  of  purchasing  or
carrying  any margin  stock,  or be used for any  purpose  which  violates or is
inconsistent with the provisions of Regulation X of said Board of Governors.

4.  Covenants.  Borrower  hereby  covenants  that until all amounts  outstanding
hereunder and under the Notes have been indefeasibly paid in full, it shall:

      (a) Punctual  Payments.  Punctually  pay the interest and  principal  with
respect to the Term Loan as provided herein and in the Notes.

      (b)  Existence.  Do or cause to be done all things  necessary to preserve,
renew and keep in full  force and  effect  its  existence  and  comply  with the
provisions  of all  documents  pursuant to which it is  organized  and/or  which
govern its continued  existence;  maintain all licenses,  permits,  governmental
approvals,  rights,  privileges, and franchises necessary for the conduct of its
business;  and  conduct its  business  in an orderly  and regular  manner and in
accordance with all laws,  rules,  regulations,  and orders of any  governmental
authority having jurisdiction over it or its business.


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<PAGE>

      (c) Books and Records.  Maintain  adequate books and records in accordance
with generally accepted accounting  principles  consistently applied, and permit
any  representative  of Agent or any Lender, at any reasonable time, to inspect,
audit and examine  such books and  records,  to make copies of the same,  and to
inspect its assets and properties.

      (d) No Liens. Not create or permit to exist any Lien on or with respect to
any property whatsoever of Borrower except for Permitted Liens.

      (e) Fundamental Changes. Not (i) liquidate, wind-up or dissolve itself (or
suffer any liquidation or dissolution),  (ii) merge with or consolidate into any
Person,  (iii)  purchase or otherwise  acquire all or  substantially  all of any
business,  division or product line of any Person or all or substantially all of
the assets, equity interests,  obligations or other securities of any Person, or
(iv) sell,  transfer,  lease or otherwise dispose of (whether in one transaction
or in a series of transactions) all or substantially all of its assets.

      (f)  Transactions  with Related  Parties.  Not enter into any transaction,
including  the  purchase,  sale or exchange of property or the  rendering of any
services,  with any  Affiliate,  or any officer or director  thereof (a "Related
Party"),  or enter into,  assume or suffer to exist any employment or consulting
contract with any Related  Party,  except a transaction  or contract which is in
the ordinary course of Borrower's business and which is upon fair and reasonable
terms not less favorable to Borrower than it would obtain in a comparable  arm's
length transaction with a Person not a Related Party

      (g) Restricted Payments. Not declare, make, pay or set aside any funds for
the payment of any Restricted Payment.

5. Conditions Precedent to Term Loan. The obligation of Lenders to make the Term
Loan shall be subject to the condition  precedent that Agent shall have received
each of the following, each in form and substance satisfactory to Agent:

      (a) This Agreement, duly executed by all of the parties hereto;

      (b) The Notes, duly executed by Borrower;

      (c) A Warrant in favor of Agent to purchase  400,000  shares of the Common
Stock of Borrower in the form attached hereto as Exhibit B;

      (d) A Registration Rights Agreement in favor of Agent in the form attached
hereto as Exhibit C duly executed by Borrower; and

      (e) Such additional  supporting  documents as Agent or its counsel, or any
Lender or its counsel, may reasonably request.

6. Survival of Representations and Warranties.  Borrower covenants, warrants and
represents  to Agent and Lenders  that all  representations  and  warranties  of
Borrower  contained in this  Agreement or the Notes shall be true at the time of
Borrower's  execution  of  this  Agreement  and the  Notes,  shall  survive  the
execution,  delivery and acceptance thereof by Agent and the parties thereto and
the closing of the transactions described therein or related thereto.

7. Events of Default. The occurrence of any of the following shall constitute an
"Event of Default" and shall, at the option of Lenders (except for  subparagraph
(e) in which  case all  amounts  shall be  automatically  accelerated),  require
immediate  payment in full of all sums then remaining unpaid hereunder and under
the Notes:

      (a)  Failure  to Pay  the  Notes.  The  failure  of  Borrower  to pay  any
principal, interest or other amount due under the Notes when due and payable.

      (b)  Breach of  Covenant,  Representation  or  Warranty.  The  failure  of
Borrower to perform or observe any covenant, condition or agreement contained in
this Agreement (other than the payment obligations, the breach of which shall be
governed by  subsection  (a) above)  where such failure is not cured within five
(5) Business Days, or any  representation or warranty made or deemed made by any
of them under or in  connection  with this  Agreement  shall  prove to have been
false or misleading in any material respect when made.

      (c) Cross-Default. The occurrence and continuance of a default or event of
default under any of the documents contemplated by the SBIB Term Sheet.

      (d) Liens. Borrower creates,  incurs, assumes or suffers to exist any Lien
upon or with  respect to any of its  properties  or assets  whether now owned or
hereafter acquired,  including,  without limitation,  any governmental,  tax, or
judgment Lien, other than Permitted Liens, and fails to have the same removed or
released within two Business Days after the creation thereof.


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<PAGE>

      (e)  Insolvency.  Borrower  shall become  insolvent;  admit in writing its
inability to pay its debts as they mature; make an assignment for the benefit of
creditors;  or if bankruptcy  proceedings or other  proceedings for relief under
any  bankruptcy  law or any law for the relief of debtors shall be instituted by
or against it and, if instituted  against it, the same is not  dismissed  within
sixty (60) days of the filing thereof.

      (f) Dissolution.  Any order,  judgment, or decree shall be entered against
Borrower decreeing its involuntary  dissolution or split up and such order shall
remain  undischarged  and unstayed for a period in excess of sixty (60) days; or
Borrower shall otherwise dissolve or cease to exist.

      (g)  Certain  Judgments  and  Orders.  A levy  or writ  of  attachment  or
garnishment  or other like judicial  process is filed or issued  against or upon
Borrower,  or a final  judgment  or order for the  payment of money in excess of
$500,000  which is not fully covered by insurance is rendered  against  Borrower
and remains  unpaid,  unbonded,  unvacated  or unstayed  for a period of 30 days
after the entry thereof.

8.  Remedies.  If an Event of Default shall occur,  (a) all amounts  outstanding
hereunder and under the Notes, notwithstanding any term of this Agreement or the
Notes to the contrary,  shall at Agent's  option and without  notice to Borrower
become  immediately due and payable,  without  presentment,  demand,  protest or
notice of dishonor,  all of which are hereby expressly  waived by Borrower,  and
(b) Agent shall have all rights,  powers and remedies  available  hereunder,  or
accorded by law.  All rights,  powers and remedies of Agent in  connection  with
this Agreement and the Notes may be exercised at any time by Agent and from time
to time after the  occurrence  of an Event of Default,  are  cumulative  and not
exclusive,  and shall be in  addition  to any other  rights,  powers or remedies
provided by law or equity.

9. Agent.

      (a)  Appointment  and  Authorization.  Each  Lender,  for  itself  and its
successors  and assigns,  hereby  irrevocably  appoints  Agent as its agent (and
Agent hereby accepts such appointment) to take such actions on its behalf and to
exercise such powers under this  Agreement or the Notes as are herein or therein
delegated to Agent or are, in the judgment of Agent,  reasonably  incidental  to
the rights and powers so delegated.  Agent shall not by reason of this Agreement
have any fiduciary  relationship to any Lender, but shall act solely as an agent
for  Lenders;  nor shall  Agent have any  agency or  fiduciary  relationship  to
Borrower.  The  provisions of this Section 9 are solely for the benefit of Agent
and  Lenders,  and  Borrower  shall have no right as a third  party  beneficiary
hereof.

      (b) Approval of Lenders. In performing its functions under this Agreement,
except as otherwise  expressly  provided herein,  Agent shall have the authority
(but not the obligation),  on behalf of Lenders,  to make any decision,  to take
any action or refrain  from  taking any action and to give any consent or waiver
that it may deem  advisable;  provided,  however,  that the written  approval of
Lenders shall be required for any amendment, modification, termination or waiver
of any provision of this  Agreement or the Notes,  or any action or assertion of
rights (or any  rescission  of any such action or assertion  of rights)  against
Borrower upon the occurrence of an Event of Default.

      (c) No Implied Duties; Agent's Exercise of Discretion. The only duties and
obligations  of Agent  under  this  Agreement  or the Notes are those  which are
expressly  set forth  herein or  therein.  Agent  shall be  entitled  to use its
discretion in exercising or refraining  from  exercising any rights which may be
so vested in it, or in taking or refraining  from taking any action which it may
be so empowered to take,  unless the matter is one as to which Agent may not act
or refrain from acting without the prior written approval of Lenders pursuant to
Section 9(b) above.  Notwithstanding the foregoing,  Agent shall not be required
to act or not act in  accordance  with Lenders'  instructions  if to do so would
result, in the reasonable  judgment of Agent, in a substantial risk of liability
to Agent or would be contrary to this Agreement or the Notes or applicable law.


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<PAGE>

      (d) Indemnification.  Lenders, severally, shall indemnify, defend and hold
harmless Agent and its shareholders,  directors,  officers,  employees,  agents,
attorneys  and  Affiliates  and their  respective  successors  and assigns  (the
"Agent's  Parties") pro rata according to their respective pro rata interests in
the Term Loan, from and against any and all liabilities,  obligations,  demands,
losses, damages,  penalties,  actions, judgments, suits, claims, costs, expenses
(including,  without  limitation,  attorneys' fees and expenses and court costs,
whether or not suit is filed) or disbursements of any kind or nature  whatsoever
which may be imposed on, incurred by or asserted  against Agent's Parties in any
way relating to or arising out of this Agreement,  the Notes or any action taken
or omitted to be taken by Agent's  Parties in connection  with this Agreement or
the Notes,  except  that no Lender  shall be liable to Agent's  Parties  for any
portion of such liabilities,  obligations,  losses, damages, penalties, actions,
judgments,  suits, claims, costs,  expenses or disbursements  resulting from the
gross negligence or willful misconduct of any of Agent's Parties.  Further, each
Lender,  severally,  shall reimburse Agent upon demand for that Lender's ratable
share of any  costs  or  expenses  incurred  by  Agent  in  connection  with the
amendment,   waiver,  refinancing,   restructuring  (including  a  restructuring
incident to a bankruptcy reorganization) or enforcement of this Agreement or the
Notes.

10. Miscellaneous.

      (a) Failure or Indulgence  Not Waiver.  No failure or delay on the part of
Agent,  Lender,  or any holder of a Note in the exercise of any power,  right or
privilege  hereunder shall operate as a waiver thereof,  nor shall any single or
partial exercise thereof or of any other right, power or privilege.

      (b) Modification. No modification, amendment or waiver of any provision of
this  Agreement  or the Notes,  nor the  consent to any  departure  by  Borrower
therefrom,  shall in any event be  effective  unless  the same  shall  have been
approved  by Agent  and  Lenders  and  shall be in  writing  signed by Agent and
Lenders and,  with respect to any  amendment,  Borrower.  Such waiver or consent
shall then be effective  only in the  specific  instance and for the purpose for
which  given.  No  notice to or demand on  Borrower  in any case  shall  entitle
Borrower to any other or further notice or demand in the same,  similar or other
circumstances.

      (c) Notices.  Except as otherwise  expressly  provided herein,  any notice
herein required or permitted to be given shall be in writing and shall be deemed
effective when personally delivered,  mailed, telecopied (with a confirming copy
sent by mail) or delivered by telex to the appropriate  party at the address set
forth below (or at such other  address as may be designated by either party in a
written notice sent in accordance with this Section):

If  to  Borrower:     Worldwater  Corp.
                      Pennington  Business  Park
                      55  Route  31  South
                      Pennington,  New  Jersey
                      Attention:  President
                      Telecopy  No.:  609-818-0720

If  to  Hong          Hong  Kong  League  Central  Credit  Union
Kong  League          Party  Room  1-2,  G/F,  Kam  Wah  House
Central  Credit       Choi  Hung  Estate,  Kowloon,  Hong  Kong
Union:                Telecopy  No.:  +852-3101-0332

with  a  copy  to:    SBI  Advisors,  LLC
                          2361 Campus Drive, Suite 210
                      Irvine,  CA  92612
                      Telecopy  No.:  949-679-7280

If to HIT
Credit Union:         HIT  Credit  Union
                      Berth 4, Block 2, 2/F Container Port Road, South Kwai
                      Chung New Territories, Hong Kong Telecopy No.:
                      +852-3101-0332

with  a  copy  to:    SBI  Advisors,  LLC
                          2361 Campus Drive, Suite 210
                      Irvine,  CA  92612
                      Telecopy  No.:  949-679-7280

If  to  Agent:        SBI  Advisors,  LLC
                          2361 Campus Drive, Suite 210
                      Irvine,  CA  92612
                      Telecopy  No.:  949-679-7280


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<PAGE>

      (d)  Severability.  In case any  provision in this  Agreement or the Notes
shall be invalid,  illegal or  unenforceable,  such provision shall be severable
from  the   remainder  of  such   contract  and  the   validity,   legality  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

      (e)  Applicable  Law.  This  Agreement,  the  Notes  and  the  rights  and
obligations of the parties thereto shall be governed by the laws of the State of
California,  exclusive  of its  conflicts  of laws and choice of laws rules that
would or may cause the  application of the laws of any  jurisdiction  other than
the State of California.

      (f)  Assignability.  Borrower  shall not assign its rights or  obligations
hereunder,  or under the Notes to any other  Person  without  the prior  written
consent of Agent and Lenders,  and any attempted  assignment in violation hereof
shall be null and void ab  initio.  Agent and  Lenders  shall  have the right to
assign their rights and  obligations  hereunder  and no consent or approval from
Borrower is required in connection with any such assignment.

      (g)  Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

      (h) Section  Headings.  The various  headings  used in this  Agreement are
inserted   for   convenience   only  and  shall  not  affect   the   meaning  or
interpretations of this Agreement or any provision hereof.

      (i)  Attorneys'  Fees.  In the event any party  institutes  any  action or
proceeding to enforce the terms and  conditions of this  Agreement or the Notes,
the prevailing party shall be entitled to reasonable attorneys' fees and costs.

      (j) WAIVER OF TRIAL BY JURY. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
AND  COVENANTS  THAT IT WILL NOT ASSERT  (WHETHER  AS  PLAINTIFF,  DEFENDANT  OR
OTHERWISE),  ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN  RESPECT  OF ANY  ISSUE,
CLAIM,  DEMAND,  ACTION OR CAUSE OF  ACTION  ARISING  OUT OF OR BASED  UPON THIS
AGREEMENT,  THE NOTES,  OR THE SUBJECT MATTER HEREOF AND THEREOF OR ANY DOCUMENT
RELATING  HERETO OR  THERETO,  IN EACH CASE  WHETHER NOW  EXISTING OR  HEREAFTER
ARISING OR WHETHER IN CONTRACT, TORT OR OTHERWISE.

      (k) Integration. This Agreement, the Notes and the Exhibits hereto reflect
the  entire  understanding  of the  parties  with  respect  to the  transactions
contemplated  hereby and shall not be  contradicted  or  qualified  by any other
agreement, oral or written, whether before or after the date hereof.


                                       8
<PAGE>

IN WITNESS WHEREOF, the parties hereto do execute this Agreement as of the date
first above written.

"BORROWER"

WORLDWATER  CORP.,  a  Delaware  corporation

By:  _______________________________________
Name:  _____________________________________
Its:

"AGENT"

SBI  ADVISORS,  LLC,  solely  in  its  capacity  as  Agent  hereunder

By:   ______________________________________
Name:  _____________________________________
Its:   _____________________________________

"LENDERS"

HONG  KONG  LEAGUE  CENTRAL  CREDIT  UNION

By:  _______________________________________
Name:  _____________________________________
Its:   _____________________________________

HIT  CREDIT  UNION

By:  _______________________________________
Name:  _____________________________________
Its:   _____________________________________

EXHIBITS

Exhibit  "A-1"  -  Term  Note  (Hong  Kong  League)

Exhibit  "A-2"  -  Term  Note  (HIT  Credit  Union)

Exhibit  "B"  -    Warrant

Exhibit  "C"  -    Registration  Rights  Agreement


                                       9
<PAGE>

                                   EXHIBIT A-1

                          OF THE TERM CREDIT AGREEMENT

                                FORM OF TERM NOTE

                                    TERM NOTE
                                    ---------

U.S. $694,736.84 Los Angeles, California
                                                                  March 29, 2004

      FOR  VALUE  RECEIVED,  the  undersigned,   WORLDWATER  CORP.,  a  Delaware
corporation  (the  "Borrower"),  HEREBY  UNCONDITIONALLY  PROMISES TO PAY to the
order of HONG KONG LEAGUE CENTRAL CREDIT UNION (the "Lender"), without offset or
counterclaim,  the  principal  sum of Six  Hundred  Ninety Four  Thousand  Seven
Hundred Thirty-Six Dollars and Eighty Four  Cents(U.S.$694,736.84)  on or before
the Maturity Date (as such term is defined in the Credit  Agreement  referred to
below).  The  Borrower  further  promises  to  pay  interest  on the  Term  Loan
outstanding  hereunder from time to time at the interest  rates,  and payable on
the dates, set forth in the Credit Agreement  referred to below.  This Term Note
may be  prepaid  at any time  prior to the  Maturity  Date  without  premium  or
penalty.

      1. Payment. Both principal and interest are payable in lawful money of the
United  States of America and in  immediately  available  funds to the Lender at
Berth 4, Block 2, 2/F,  Container Port Road,  South Kwai Chung, New Territories,
Hong Kong,  or such  other  place as the Agent may  designate  in writing to the
Borrower from time to time.

      2. Record  Keeping.  The Agent shall  record the amount of  principal  and
interest due and payable from time to time  hereunder,  each payment thereof and
the resulting unpaid principal balance hereof, in the Lender's internal records,
and any  such  recordation  shall  be  rebuttable  presumptive  evidence  of the
accuracy of the information so recorded;  provided,  however,  that the Lender's
failure so to record shall not limit or otherwise  affect the obligations of the
Borrower  hereunder and under the Credit Agreement to repay the principal of and
interest on the Term Loan.

      3. Credit  Agreement.  This Term Note is one of the Notes  referred to in,
and is subject to and  entitled to the  benefits  of, that  certain  Term Credit
Agreement,  dated of even  date  herewith  (as  amended,  modified,  renewed  or
extended from time to time, the "Credit  Agreement")  between the Borrower,  the
Lender,  and certain other parties  thereto.  Unless  otherwise  defined herein,
capitalized  terms used herein shall have the  respective  meanings  assigned to
them in the Credit Agreement. The Credit Agreement provides, among other things,
for  acceleration  (which in certain  cases shall be  automatic) of the maturity
hereof  upon the  occurrence  of certain  stated  events,  in each case  without
presentment,  demand,  protest or further  notice of any kind,  all of which are
hereby expressly waived.

      4.  Limitation on Interest  Rate. In no  contingency  or event  whatsoever
shall the aggregate of all amounts deemed interest hereunder or under the Credit
Agreement and charged or collected by the Lender or any holder of this Term Note
exceed the highest  rate  permissible  under any law which a court of  competent
jurisdiction  shall, in a final  determination,  deem applicable  hereto. In the
event  that such a court  determines  that the Lender  has  charged or  received
interest  hereunder  or under the  Credit  Agreement  in  excess of the  highest
applicable  rate,  the rate in effect  hereunder and under the Credit  Agreement
shall  automatically  be reduced to the maximum rate permitted by applicable law
and the Lender  shall apply all  interest  paid in excess of the maximum  lawful
rate to reduce the principal  balance of the amounts  outstanding  hereunder and
under the Credit  Agreement.  It is the intent of the  parties  hereto  that the
Borrower not pay or contract to pay, and that the Lender not receive or contract
to receive, directly or indirectly in any manner whatsoever,  interest in excess
of the maximum  rate of interest  that may be paid by the Borrower to the Lender
under applicable law.

      5.  Governing  Law.  THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, EXCLUSIVE OF ITS CONFLICTS
OF LAWS AND CHOICE OF LAWS RULES THAT WOULD OR MAY CAUSE THE  APPICATION  OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.

WORLDWATER  CORP.

By:  ___________________________
Name:  _________________________
Its:  __________________________


                                      A-1
<PAGE>

                                   EXHIBIT A-2

                          OF THE TERM CREDIT AGREEMENT

                                FORM OF TERM NOTE

                                    TERM NOTE
                                    ---------

U.S. $105,263.16 Los Angeles, California
                                                                  March 29, 2004

      FOR  VALUE  RECEIVED,  the  undersigned,   WORLDWATER  CORP.,  a  Delaware
corporation  (the  "Borrower"),  HEREBY  UNCONDITIONALLY  PROMISES TO PAY to the
order of HIT CREDIT UNION (the "Lender"),  without offset or  counterclaim,  the
principal  sum of One Hundred Five  Thousand Two Hundred Sixty Three Dollars and
Sixteen Cents  (U.S.$105,263.16) on or before the Maturity Date (as such term is
defined  in the  Credit  Agreement  referred  to below).  The  Borrower  further
promises to pay  interest on the Term Loan  outstanding  hereunder  from time to
time at the interest  rates,  and payable on the dates,  set forth in the Credit
Agreement  referred to below. This Term Note may be prepaid at any time prior to
the Maturity Date without premium or penalty.

      1. Payment. Both principal and interest are payable in lawful money of the
United  States of America and in  immediately  available  funds to the Lender at
Berth 4, Block 2, 2/F,  Container Port Road,  South Kwai Chung, New Territories,
Hong Kong,  or such  other  place as the Agent may  designate  in writing to the
Borrower from time to time.

      2. Record  Keeping.  The Agent shall  record the amount of  principal  and
interest due and payable from time to time  hereunder,  each payment thereof and
the resulting unpaid principal balance hereof, in the Lender's internal records,
and any  such  recordation  shall  be  rebuttable  presumptive  evidence  of the
accuracy of the information so recorded;  provided,  however,  that the Lender's
failure so to record shall not limit or otherwise  affect the obligations of the
Borrower  hereunder and under the Credit Agreement to repay the principal of and
interest on the Term Loan.

      3. Credit  Agreement.  This Term Note is one of the Notes  referred to in,
and is subject to and  entitled to the  benefits  of, that  certain  Term Credit
Agreement,  dated of even  date  herewith  (as  amended,  modified,  renewed  or
extended from time to time, the "Credit  Agreement")  between the Borrower,  the
Lender,  and certain other parties  thereto.  Unless  otherwise  defined herein,
capitalized  terms used herein shall have the  respective  meanings  assigned to
them in the Credit Agreement. The Credit Agreement provides, among other things,
for  acceleration  (which in certain  cases shall be  automatic) of the maturity
hereof  upon the  occurrence  of certain  stated  events,  in each case  without
presentment,  demand,  protest or further  notice of any kind,  all of which are
hereby expressly waived.

      4.  Limitation on Interest  Rate. In no  contingency  or event  whatsoever
shall the aggregate of all amounts deemed interest hereunder or under the Credit
Agreement and charged or collected by the Lender or any holder of this Term Note
exceed the highest  rate  permissible  under any law which a court of  competent
jurisdiction  shall, in a final  determination,  deem applicable  hereto. In the
event  that such a court  determines  that the Lender  has  charged or  received
interest  hereunder  or under the  Credit  Agreement  in  excess of the  highest
applicable  rate,  the rate in effect  hereunder and under the Credit  Agreement
shall  automatically  be reduced to the maximum rate permitted by applicable law
and the Lender  shall apply all  interest  paid in excess of the maximum  lawful
rate to reduce the principal  balance of the amounts  outstanding  hereunder and
under the Credit  Agreement.  It is the intent of the  parties  hereto  that the
Borrower not pay or contract to pay, and that the Lender not receive or contract
to receive, directly or indirectly in any manner whatsoever,  interest in excess
of the maximum  rate of interest  that may be paid by the Borrower to the Lender
under applicable law.

      5.  Governing  Law.  THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, EXCLUSIVE OF ITS CONFLICTS
OF LAWS AND CHOICE OF LAWS RULES THAT WOULD OR MAY CAUSE THE  APPICATION  OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.

WORLDWATER  CORP.

By:  ____________________________
Name:  __________________________
Its:  ___________________________


                                      A-2