Exhibit 10.23


 


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: 

  	
  July 21, 2005

  	
   

  	
  Certificate #

  	
   

  	
   

  



 


WORLDWATER & POWER CORP.


STOCK PURCHASE WARRANT


 


THIS CERTIFIES THAT, for value received, STG
Secure Trading Group, Inc. or its registered assigns, is
entitled to purchase from WORLDWATER & POWER CORP., a Delaware
corporation (the “Company”), at any time or from time to time during the
Exercise Period (as defined in Section 2 hereof), Forty
–Six Thousand Four Hundred and Sixty Five  (46,465)
fully paid and nonassessable shares of the Company’s common stock, (the “Common
Stock”), at an exercise price per share (the “Exercise Price”) of $0.19 (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. New Jersey 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


 


1





















 


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.


 


2.                    Period
of Exercise.  This Warrant may be
exercised at any time or from time to time (an “Exercise Date”) during the four
year period (the “Exercise Period”) beginning on (a) the date hereof and
ending (b) at 5:00 p.m., New Jersey time, August 15, 2009.


 


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
hereof).


 


2





















 


(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.


 


(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


 


3





















 


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


 


4





















 


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.


 


(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 reorganization of the Company, or reclassification of the Common Stock,
or consolidation or merger of the Company with or into, or sale of all or substantially
all of its assets to, another corporation or entity; or


 


5





















 


(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 dividend, 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, reclassification, 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.


 


(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.


 


6





















 


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 reasonably 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 transfer, 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


 


7





















 


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.


 


(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 Company 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 substance
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.


 


(g)     Registration Rights.  The initial holder of this Warrant is
entitled to the benefit of certain registration rights in respect of the
Warrant Shares as provided in the Registration Rights Agreement dated as of the
date of this agreement, and any subsequent holder hereof may be entitled to
such rights.


 


8.       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: STG Secure Trading Group, Inc.


         2700 North Military
Trail, Suite 150


         Boca Raton, FL 33431


         Attn: Scott Bunder


 


If to:  WorldWater &
Power Corp.


          Pennington Business
Park


          55 Route 31 South


          Pennington, NJ 08534


          Facsimile: (609) 818-0720


          Attention: Quentin T.
Kelly, Chairman & CEO Officer


 


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 8.


 


8





















 


9.       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 New Jersey.  Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting New Jersey, 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.


 


10.     Miscellaneous.


 


(a)     Except
as provided in Section 7 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


 


9





















 


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 10(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.


 


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


 


	
   

  	
  WORLDWATER & POWER CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ QUENTIN T. KELLY

  	
   

  
	
   

  	
  Name: Quentin T. Kelly

  
	
   

  	
  Title: Chairman & CEO Officer

  



 


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FORM OF EXERCISE AGREEMENT


 


(To be Executed by the holder in order to
Exercise the Warrant)


 


To:                              WorldWater &
Power Corp.


Pennington Business Park


55 Route 31 South


Pennington, New Jersey 08534


Telecopier:     609-818-0720


Attn:   Secretary


 


The undersigned hereby irrevocably exercises the right to purchase                            
shares of the Common Stock of WORLDWATER & POWER CORP., a corporation
organized under the laws of the State of Delaware (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 hereby requests that the Company cause its transfer
agent to issue and deliver to the undersigned physical certificates
representing such shares of Common Stock. 
The physical certificates should be in the name of:                                 .  This Tax Identification Number                               
should be provided to the transfer agent.


 


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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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Phone:

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  	
   

  
	
   

  	
  Email:

  	
   

  	
   

  
							



 


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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.

  
									



 


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