EXHIBIT 10.1


                      STOCK AND WARRANT PURCHASE AGREEMENT

<PAGE>


          THIS  STOCK  AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made
                                                             ---------
and  entered  into as of September 28, 2007, by and among The Quercus Trust (the
"Purchaser"),  and WorldWater & Solar Technologies Corp., a Delaware corporation
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(the  "Company"  or  "WWAT").
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          WHEREAS,  the  Purchaser desires to purchase from the Company, and the
Company desires to sell to Purchaser, shares of common stock and warrants of the
Company  on  the  terms  set  forth  herein;  and

          WHEREAS, the Company is offering the Common Stock pursuant to Rule 506
of  Regulation  D  promulgated under the Securities Act of 1933, as amended (the
"Securities  Act").
  --------------

          NOW,  THEREFORE,  in  consideration  of the foregoing premises and the
mutual  covenants  and  agreements herein contained, and intending to be legally
bound  hereby,  the  parties  hereto  hereby  agree  as  follows:

     1.     Sale  of  Shares.
            ----------------

          1.1     Purchase  and  Sale  of  Shares.  The  Company hereby sells to
                  -------------------------------
Purchaser,  and  Purchaser  hereby  purchases  from the Company, an aggregate of
7,500,000  units  (the  "Units"),  each  consisting of (i) one share (a "Share,"
                         -----                                           -----
collectively  the "Shares") of its common stock, par value $0.001 per share (the
                   ------
"Common Stock"), and (ii) one warrant (a "Warrant," collectively the "Warrants")
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to purchase 1.2 shares of Common Stock, for a purchase price of $1.782 per Unit,
reflecting  a  price  of  $____  per  Share  and  $____ per Warrant. The initial
exercise  price  of  the  Warrant  is  $1.815 per share, in consideration of the
delivery  by  the Company to Purchaser of certificates evidencing the Shares and
Warrants.

          1.2     The  Closing.  The  purchase  and sale of the Units shall take
                  ------------
place  at  the  offices  of Salvo Landau Gruen & Rogers, 510 Township Line Road,
Suite  150,  Blue  Bell,  Pennsylvania  19333,  or at such other location as the
Company  and  Purchaser  mutually  agree,  on  or  before  August  31, 2007 (the
"Closing").  At  the Closing, upon payment for the Units pursuant to Section 1.1
hereof,  the  Company  shall deliver to Purchaser a certificate representing the
Shares  and  a certificate representing the Warrants (the "Warrant Certificate")
                                                           -------------------
in  the  form(s)  set  forth  on  of  Exhibit "A" hereto against delivery to the
Company  of  a  check  or  wire  transfer  in  the  amount of the purchase price
therefor.  The  obligation  of Purchaser to consummate the purchase of the Units
at  the  Closing  is subject to the truth and accuracy of the representation and
warranties  of  the  Company  in  Section  2  below.

     2.     Representations  and  Warranties  of Company.  Except as provided on
            --------------------------------------------
Schedule  2  attached  hereto,  the  Company  hereby  represents and warrants to
Purchaser  that:

          2.1     Organization, Good Standing and Qualification.  The Company is
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a  corporation  duly  organized, validly existing and in good standing under the
laws  of  the  State  of  Delaware.  The  Company  has  full corporate power and
authority  to  own  and  hold  its  properties and to conduct its business.  The
Company  is  duly licensed or qualified to do business, and in good standing, in
each  jurisdiction  in  which  the  nature  of  its business requires licensing,
qualification  or  good  standing,  except  for any failure to be so licensed or
qualified  or  in good standing that would not have a material adverse effect on
(i)  the  Company,  (ii)  its  consolidated  results  of  operations, assets, or
financial  condition,  (iii)  its  ability to perform its obligations under this
Agreement  or  (iv)  the  Units  (a  "Material  Adverse  Effect").
                                      -------------------------

          2.2     Consents  and  Approvals.  No  consent,  approval,  order  or
                  ------------------------
authorization  of,  or  registration, qualification, designation, declaration or
filing with, any federal, regional, state or local governmental authority on the
part  of  the  Company  is  required  in connection with the consummation of the
transactions  contemplated  by  this  Agreement.

          2.3     Litigation.  There  are  no  pending  or  overtly  threatened
                  ----------
actions,  claims,  orders,  decrees,  investigations, suits or proceedings by or
before  any  governmental  authority, arbitrator, court or administrative agency
which  would  have  a Material Adverse Effect, or which question the validity of
this  Agreement  or any action taken or to be taken by the Company in connection
herewith, or which might result in any impairment of the right or ability of the
Company  to  enter  into  or  perform  his  obligations  under  this  Agreement.

          2.4     Authorization.  The  Company  has  full  corporate  power  and
                  -------------
authority  to  execute,  deliver and enter into this Agreement and to consummate
the  transactions  contemplated  hereby.  All  action on the part of the Company
necessary  for  the  authorization,  execution, delivery and performance of this
Agreement  by the Company, the authorization, sale, issuance and delivery of the
Units,  the  Shares, the Warrants and the Common Stock issuable upon exercise of
the  Warrants  (the  "Warrant  Shares")  and  the  performance  of the Company's
                      ---------------
obligations  hereunder  has been taken.  The Units, the Shares, the Warrants and
the  Warrant  Shares  have been duly authorized and, when issued and paid for in
accordance  with  this  Agreement,  will  be  validly  issued,  fully  paid  and
non-assessable and will be free and clear of all liens imposed by or through the
Company  other  than  restrictions  imposed  by  this  Agreement  and applicable
securities  laws.  This  Agreement  has  been duly executed and delivered by the
Company,  and  constitutes a legal, valid and binding obligation of the Company,
enforceable  against  the  Company  in  accordance  with its terms except (i) as
limited  by  applicable  bankruptcy,  insolvency, reorganization, moratorium and
other  laws  of  general  application affecting enforcement of creditors' rights
generally  and  by  general  equitable  principles,  or  (ii) as limited by laws
relating  to  the  availability  of  specific performance, injunctive relief, or
other  equitable  remedies.

          2.5     Compliance  With  Other  Instruments.
                  ------------------------------------
               (a)  The  execution and delivery by the Company of this Agreement
and the consummation of the transactions contemplated hereby will not (i) result
in the violation of any provision of the Certificate of Incorporation or By-laws
of  the  Company,  (ii)  result  in  any  violation  of  any law, statute, rule,
regulation,  order,  writ,  injunction,  judgment  or  decree  of  any  court or
governmental  authority  to  or  by which the Company is bound or (iii) conflict
with,  or result in a breach or violation of, any of the terms or provisions of,
or  constitute  (with  due notice or lapse of time or both) a default under, any
lease,  loan  agreement,  mortgage, security agreement, trust indenture or other
agreement  to  which  the Company is a party or by which it is bound or to which
any  of  its  properties  or  assets  is  subject, nor result in the creation or
imposition  of  any lien upon any of the properties or assets of the Company, in
the  cases  of  clauses  (ii) and (iii) above, only to the extent such conflict,
breach,  violation,  default  or  lien  reasonably could, individually or in the
aggregate,  have  or  result  in  a  Material  Adverse  Effect.

               (b) No consent, approval, license, permit, order or authorization
of,  or  registration,  declaration  or  filing  with, any court, administrative
agency  or  commission or other governmental authority remains to be obtained or
is  otherwise  required  to  be  obtained  by the Company in connection with the
authorization,  execution  and delivery of this Agreement or the consummation of
the  transactions  contemplated  hereby, including, without limitation the issue
and  sale  of the Units, the Shares, the Warrants and the Warrant Shares, except
filings  as may be required to be made by the Company with (i) the United States
Securities  and  Exchange  Commission ("SEC") and (ii) state "blue sky" or other
                                        ---
securities  regulatory  authorities.

          2.6     Reports;  Financial  Statements.  WWAT's Annual Report on Form
                  -------------------------------
10-KSB for the years ended December 31, 2005 and December 31, 2006 and Quarterly
Reports  on  Form 10-QSB for the quarters ended March 31, 2007 and June 30, 2007
(the  "Reports")  have  been  filed with the SEC and the Reports complied in all
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material  respects  with  the rules of the SEC applicable to such Reports on the
date  filed with the SEC, and the Reports did not contain, on the date of filing
with  the  SEC,  any  untrue  statement of a material fact, or omit to state any
material  fact  necessary  to  make  the  statements  therein,  in  light of the
circumstances  in  which they were made, not materially misleading.  The Reports
have  not  been  amended, nor as of the date hereof has WWAT filed any report on
Form  8-K  since  June  30, 2007 other than as set forth on Schedule 2.6 hereto.
                                                            ------------
All  of the consolidated financial statements included in the Reports (the "WWAT
                                                                            ----
Financial  Statements"):  (a)  have  been prepared from and on the basis of, and
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are  in  accordance  with,  the  books  and  records  of WWAT and with generally
accepted  accounting  principles  applied  on  a  basis  consistent  with  prior
accounting  periods;  (b) fairly and accurately present in all material respects
the  consolidated  financial  condition of WWAT as of the date of each such WWAT
Financial  Statement  and  the results of its operations for the periods therein
specified;  and  (c)  in  the  case  of  the  annual  financial  statements, are
accompanied  by  the  audit  opinion  of  WWAT's independent public accountants.
Except  as  set forth in Schedule 2.6 or in the WWAT Financial Statements, as of
                         ------------
the  date  hereof,  WWAT has no liabilities other than (x) liabilities which are
reflected  or reserved against in the WWAT Financial Statements and which remain
outstanding  and  undischarged as of the date hereof, (y) liabilities arising in
the  ordinary course of business of WWAT since June 30, 2007, or (z) liabilities
incurred  as  a  result  of  the  transactions  contemplated  by the Transaction
Documents or which were not required by generally accepted accounting principles
to  be  reflected  or reserved on the WWAT Financial Statements.  Since June 30,
2007,  except  as set forth on Schedule 2.6 hereto, there has not been any event
                               ------------
or  change  which  has  or  will  have a Material Adverse Effect and WWAT has no
knowledge  of  any  event  or  circumstance that would reasonably be expected to
result  in  such  a  Material  Adverse  Effect.

          2.7     Capitalization.  Schedule  2  sets  forth  the  authorized and
                  --------------   -----------
outstanding  capital  stock  of  the  Company,  currently and on a fully-diluted
basis, and other than as set forth in Schedule 2, the Company has not issued any
                                      ----------
capital  stock, or any securities convertible into, or exchangeable for, capital
stock,  or  entered  into  any  written or oral commitment with respect thereto.

          2.8     Permits.  The  Company  has  all franchises, permits, licenses
                  -------
and similar authorizations necessary for the conduct of its business, and is not
in  default  of  any  such  authorizations, where the absence or default of such
authorization  could  have  a  Material  Adverse  Effect.

          2.9     Income Tax Returns.  WWAT and each entity owned or controlled,
                  ------------------
directly  or  indirectly  by  WWAT  or  in which it has a fifty percent (50%) or
greater  interest  (each, a "Subsidiary") has filed all federal and state income
                             ----------
tax returns which are required to be filed, and have paid, or made provision for
the  payment  of,  all  taxes  which have become due pursuant to said returns or
pursuant  to  any  assessment  received  by  WWAT or any Subsidiary, except such
taxes,  if  any,  as  are being contested in good faith and as to which adequate
reserves  have  been provided.  WWAT has no knowledge of any pending assessments
or  adjustments  of  the  income  tax  payable  of WWAT or its Subsidiaries with
respect  to  any  year.

          2.10     Environmental Matters.  None of the operations of WWAT or any
                   ---------------------
Subsidiary  is  the  subject  of  any  federal or state investigation evaluating
whether  any  remedial  action  involving  a  material  expenditure is needed to
respond  to  a  release  of  any  toxic or hazardous waste or substance into the
environment.  To  WWAT's knowledge, neither WWAT nor any Subsidiary has received
notice  of  any  actual or threatened claim, investigation, proceeding, order or
decree  in  connection  with  any  release  of  any  toxic or hazardous waste or
substance  into  the  environment.

          2.11     Offering.  Subject  in part to the truth and accuracy of each
                   --------
Investor's  representations set forth in Section 3 of this Agreement, the offer,
                                         ---------
sale  and  issuance  of the securities contemplated by this Agreement are exempt
from  the registration requirements of the Securities Act, and the qualification
or  registration  requirements  of  the  Act  or other applicable blue sky laws.
Neither  the Company nor any authorized agent acting on its behalf will take any
action  hereafter  that  would  cause  the  loss  of  such  exemptions.

          2.12     Patents  and  Trademarks.  The Company possesses all patents,
                   ------------------------
patent rights, trademarks, trademark rights, service marks, service mark rights,
trade  names,  trade name rights and copyrights (collectively, the "Intellectual
                                                                    ------------
Property")  necessary  for  its  business without, to its knowledge (but without
--------
having  conducted any special investigation or patent search), any conflict with
or  infringement  of  the  valid  rights  of  others and the lack of which could
materially  and  adversely  affect  the  operations  or  condition, financial or
otherwise,  of  the  Company,  and  the  Company  has not received any notice of
infringement  upon  or  conflict  with  the  asserted  rights  of  others.

          2.13     Insurance.  The Company has in full force and effect fire and
                   ---------
casualty  insurance  policies  with  such  coverages  in  amounts  (subject  to
reasonable  deductibles)  customary  for  companies  similarly  situated.

          2.14     Related  Party  Transactions.  No  existing  contractual
                   ----------------------------
obligation  of WWAT or its Subsidiaries is with or for the direct benefit of (i)
any  party  owning,  or  formerly owning, beneficially or of record, directly or
indirectly,  in  excess of five percent (5%) of the outstanding capital stock of
WWAT,  (ii)  any director, officer or similar representative of WWAT, (iii)  any
natural  person related by blood, adoption or marriage to any party described in
(i)  or  (ii),  or  (iv)  any  entity in which any of the foregoing parties has,
directly  or  indirectly,  at  least  a five percent (5%) beneficial interest (a
"Related  Party").  Without limiting the generality of the foregoing, no Related
 --------------
Party,  directly or indirectly, owns or controls any material assets or material
properties  which  are  used in WWAT's business and to the knowledge of WWAT, no
Related  Party,  directly  or  indirectly,  engages  in  or  has any significant
interest  in  or  connection  with any business which is, or has been within the
last  two years, a competitor, customer or supplier of WWAT or has done business
with  WWAT  or  which currently sells or provides products or services which are
similar  or  related  to the products or services sold or provided in connection
with  the  Business.

          2.15     No  Anti-Dilution  Rights.  The  transactions  contemplated
                   -------------------------
hereby  will  not trigger any anti-dilution provisions contained in any existing
shareholder  agreements.

          2.16     Full  Disclosure.  No  representation,  warranty, schedule or
                   ----------------
certificate  of  WWAT  made  or  delivered pursuant to the Transaction Documents
contains  or will contain any untrue statement of fact, or omits or will omit to
state  a  material fact the absence of which makes such representation, warranty
or  other  statement  misleading.

     3.     Representations  and  Warranties  of  Purchaser.  Purchaser  hereby
            -----------------------------------------------
represents  and  warrants  to,  and  agrees  with,  the  Company  that:

          3.1     Litigation.  There  are  no  claims  before  any  governmental
                  ----------
entity  or  arbitrator  pending  or,  to  such  Purchaser's knowledge, currently
threatened  against  or  with respect to such Purchaser relating to or affecting
the  Units, which question the validity of this Agreement or any action taken or
to  be  taken by such Purchaser in connection herewith, or which might result in
any  impairment  of  the  right  or  ability  of such Purchaser to enter into or
perform  its  obligations  under  this  Agreement.

          3.2     Awareness of Company Performance.  Purchaser acknowledges that
                  --------------------------------
(i)  it  has  received and reviewed the Company's financial statements (a) as of
and  for  the  year  ended December 31, 2006 and (b) as of and for the six-month
period  ended  June 30, 2007, (ii) it has received or has had full access to all
the information Purchaser considers necessary or appropriate to make an informed
decision  with  respect to the purchase of the Units pursuant to this Agreement,
and  (iii)  it  has had an opportunity to ask questions and receive answers from
the  Company  regarding  the  Company's  financial  performance  and  to  obtain
additional  information (to the extent the Company possessed such information or
could acquire it without unreasonable effort or expense) necessary to verify any
information  furnished  to  Purchaser  or  to  which  Purchaser  had  access.

          3.3     Restricted  Securities.  Such  Purchaser  understands that (i)
                  ----------------------
the  Units  are  characterized  as  "restricted  securities"  under  the federal
securities  laws  inasmuch  as  they  are  being  acquired from the Company in a
transaction not involving a public offering, (ii) under such laws and applicable
regulations such securities may be resold without registration under federal and
state  securities  laws  only  in  certain  limited circumstances, and (iii) the
Company  may require a legal opinion of such Purchaser's counsel with respect to
unregistered  transfers.

          3.4     Accredited  Investor.  Purchaser  represents  that  it  is  an
                  --------------------
"accredited  investor"  within the meaning of Regulation D promulgated under the
Securities  Act.

          3.5     Legends.  Such  Purchaser  understands  that  the certificates
                  -------
evidencing  the  Units  will  bear  substantially  the  following  legends:
     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER  SUCH  SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT  SUCH  REGISTRATION  IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF
SUCH  SECURITIES  ACT.

          3.6     Investment  Purposes.  The  Units  will  be  acquired  for
                  --------------------
investment for Purchaser's own account, not as a nominee or agent, an not with a
view  to  the  public  resale  or distribution thereof within the meaning of the
federal  or  state  securities  laws,  and Purchaser has no present intention of
selling,  granting  any  participation  in,  or otherwise distributing the same.
Purchaser  further  represents  that  he  or  it  does  not  have  any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Units.

     4.     Certain  Covenants  of  WWAT.
            ----------------------------

          4.1     Right to Request Registration.  Upon the written request of
                  -----------------------------
Purchaser at any time the Company complies with the eligibility requirements of
General Instruction I to Registration Statement on Form S-3 (or any successor
form) to register the resale of the Company's Common Stock on a registration
statement on such form under the Securities Act, the Company shall use
commercially reasonable efforts to promptly file with the SEC, cause to be
declared effective and maintain the effectiveness of, a registration statement
on such form providing for the resale on a continuous basis, pursuant to Rule
415, by Purchaser of such number of Shares and Warrant Shares requested by
Purchaser to be registered thereby.  Such  registration shall be on terms
customarily agreed to for such registration rights, and at the request of either
party the parties hereto shall enter into a more detailed agreement setting
forth the registration rights of Purchaser hereunder.

          4.2     Registration  and  Listing.
                  --------------------------
               (a)     In  the  event  the  Company  determines,  in  its  sole
discretion, to register a public offering of its securities under the Securities
Act,  or  in  the alternative, grants registration and related rights to another
shareholder without registering a public offering, the Company shall provide the
Purchaser  registration  and  related  rights with respect to the Shares and the
Warrant  Shares  which  shall  include reasonable and customary indemnification,
filing  delay  agreements,  agreement not to sell, underwriting and the like, on
terms  as  favorable  to  the  Purchaser as are granted to any current or future
stockholder  of  the  Company  and in connection therewith the Purchaser and the
Company  shall  agree  to  such  other registration rights as are reasonable and
customary,  including indemnification, filing delay provisions, agreement not to
sell, underwriting arrangements and the like.  The rights of the Purchaser under
this  Section 4.2(a) shall inure to the benefit of the transferee in the case of
a  transfer  to  an  affiliate  or  to  a  transferee  of Shares and/or Warrants
representing  at  least twenty-five percent (25%) of the Common Stock (including
Common  Stock  issuable upon exercise of the Warrants) purchased hereunder.  The
registration obligations of the Company shall terminate five (5) years after the
date  hereof.

               (b)     If  any  shares  of  Common  Stock  issued  or  issuable
hereunder  (the  "Registrable  Shares") require registration with or approval of
                  -------------------
any  governmental  authority  under any federal or state or other applicable law
before such Common Stock may be issued or delivered, WWAT will in good faith and
as  expeditiously  as  possible  endeavor  to cause such Common Stock to be duly
registered or approved, as the case may be, unless such registration or approval
is required solely because of a breach of a Purchaser's representation contained
in  Article 3.  So long as the Common Stock is quoted on the OTC Bulletin Board,
NASDAQ or listed on any national securities exchange, WWAT will, if permitted by
the rules of such system or exchange, quote or list and keep quoted or listed on
such  system  or  exchange  all  Common  Stock  issued  or  issuable  hereunder.


          4.3     REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934.
                  ---------------------------------------------
With a view to making available to the holders the benefits of Rule 144
promulgated under the Securities Act and any other rule or regulation of the
Commission that may at any time permit a holder to sell securities of the
Company to the public without registration or pursuant to a registration
statement on Form S-3, the Company agrees to use commercially reasonable efforts
to:

               (a)     make  and  keep public information available, as required
by  Rule  144(c)  under  the  Securities  Act;

               (b)     file  with  the  Securities  and Exchange Commission in a
timely  manner all reports and other documents required of the Company under the
Securities Act and the Securities Exchange Act of 1934 (the "Exchange Act"); and
                                                             ------------

               (c)     furnish  to  any  holder,  so long as the holder owns any
Registrable  Shares,  forthwith  upon  request  (i)  a  written statement by the
Company  that  it  has complied with the reporting requirements of Rule 144, the
Securities  Act and the Exchange Act, or that it qualifies as a registrant whose
securities  may be resold pursuant to a registration statement on Form S-3, (ii)
a  copy  of  the  most recent annual or quarterly report of the Company and such
other  reports  and  documents  so  filed  by  the Company, and (iii) such other
information as may be reasonably requested in availing any holder of any rule or
regulation  of  the  Commission which permits the selling of any such securities
without  registration  or  pursuant  to  such  form.

The rights of the Purchaser under this Section 4.3 shall inure to the benefit of
the  transferee  in the case of a transfer to an affiliate or to a transferee of
Shares  and/or  Warrants  representing at least twenty-five percent (25%) of the
Common  Stock  (including  Common  Stock issuable upon exercise of the Warrants)
purchased  hereunder.  The  obligations  of  the  Company under this Section 4.3
shall  terminate  five  (5)  years  after  the  date  hereof.

          4.4     RESERVATION OF SHARES.  Subject to Section 1(d) of the
                  ---------------------
Warrant, the Company shall at all times reserve and keep available out of its
authorized Common Stock, solely for the purpose of issue or delivery upon
exercise of the Warrants, such number of shares of Common Stock as shall then be
issuable or deliverable upon the exercise of all Warrants.  Such shares of
Common Stock shall, when issued or delivered in accordance with the terms of the
Warrants, be duly and validly issued and fully paid and non-assessable.

     5.     Indemnification.
            ---------------

          5.1     Indemnification  by  WWAT.  In  addition to all other sums due
                  --------------------------
hereunder  or  provided for in this Agreement, WWAT agrees to indemnify and hold
harmless the Purchaser and its respective "Affiliates" (as defined in Rule 12b-2
of  the  General  Rules  and  Regulations  under  the  Exchange  Act)  and their
respective  officers,  directors,  agents,  representatives,  employees,
subsidiaries,  partners  and  controlling persons (each, an "indemnified party")
                                                             -----------------
from  and  against  any  and  all  losses,  claims, damages, expenses (including
reasonable  fees,  disbursements  and  other  charges  of  counsel)  or  other
liabilities  ("Liabilities")  resulting  from  any  breach  of  any  covenant,
               -----------
agreement,  representation  or  warranty  of  WWAT  in this Agreement; provided,
however,  that  WWAT  shall  not  be  liable under this Section 5.1: (a) for any
amount  paid in settlement of claims without WWAT's consent (which consent shall
not be unreasonably withheld) or (b) to the extent that it is finally judicially
determined  that such Liabilities resulted primarily from the willful misconduct
or  bad  faith  of such indemnified party; provided, further, that if and to the
                                           -----------------
extent  that such indemnification is held, by final judicial determination to be
unenforceable,  in whole or in part, for any reason, WWAT shall make the maximum
contribution  to the payment and satisfaction of such indemnified Liability.  In
connection  with  the  obligation of WWAT to indemnify for expenses as set forth
above,  WWAT  further  agrees  to  reimburse each indemnified party for all such
expenses (including reasonable fees, disbursements and other charges of counsel)
as  they  are  incurred by such indemnified party; provided, however, that if an
                                                   --------- -------
indemnified  party  is reimbursed hereunder for any expenses, such reimbursement
of  expenses shall be refunded to the extent it is finally judicially determined
that  the Liabilities in question resulted primarily from the willful misconduct
or  bad  faith  of  such  indemnified  party.

          5.2     Notification; Procedure.  Each indemnified party under Section
                  -----------------------
5.1 will, promptly after the receipt of notice of the commencement of any action
or other proceeding against such indemnified party in respect of which indemnity
may  be  sought  from  WWAT  under  Section  5.1,  notify WWAT in writing of the
commencement  thereof.  The  omission of any indemnified party so to notify WWAT
of  any  such action shall not relieve WWAT from any liability which it may have
to  such  indemnified party (i) other than pursuant to Section 5.1 or (ii) under
Section 5.1 unless, and only to the extent that, such omission results in WWAT's
forfeiture  of substantive rights or defenses.  In case any such action or other
proceeding  shall  be  brought against any indemnified party and it shall notify
WWAT  of the commencement thereof, WWAT shall be entitled to participate therein
and, to the extent that it may wish, to assume the defense thereof, with counsel
reasonably  satisfactory  to such indemnified party; provided, however, that any
                                                     -----------------
indemnified  party  may,  at  its  own  expense,  retain  separate  counsel  to
participate  in  such  defense.  Notwithstanding the foregoing, in any action or
proceeding  in  which  both  WWAT  and an indemnified party is, or is reasonably
likely to become, a party, such indemnified party shall have the right to employ
separate counsel at WWAT's expense and to control its own defense of such action
or  proceeding  if,  in  the  reasonable  opinion of counsel to such indemnified
party,  (a)  there  are  or  may be legal defenses available to such indemnified
party  or  to other indemnified parties that are different from or additional to
those available to WWAT or (b) any conflict or potential conflict exists between
WWAT  and  such  indemnified  party that would make such separate representation
advisable;  provided,  however,  that  in no event shall WWAT be required to pay
            --------   -------
fees  and  expenses under this sentence of Section 5.1 for more than one firm of
attorneys  in any jurisdiction in any one legal action or group of related legal
actions.  The  Company  agrees  that  WWAT  will  not, without the prior written
consent  of  the  Purchaser,  settle,  compromise or consent to the entry of any
judgment  in  any  pending or threatened claim, action or proceeding relating to
the  matters contemplated hereby (if any indemnified party is a party thereto or
has been actually threatened to be made a party thereto) unless such settlement,
compromise  or  consent  includes  an unconditional release of the Purchaser and
each other indemnified party from all liability arising or that may arise out of
such  claim,  action  or  proceeding.  No  such  settlement  shall  impose  any
restriction  on the future conduct of any indemnified party without such party's
consent,  which may be withheld in such party's discretion.  The rights accorded
to  indemnified  parties  hereunder  shall be in addition to any rights that any
indemnified  party  may  have at common law, by separate agreement or otherwise.

     6.     Survival  of  Representations  and Warranties.  All representations,
            ----------------------------------------------
warranties and agreements made by WWAT and Purchaser in this Agreement or in any
certificate  or  other  instrument  delivered  pursuant hereto shall survive the
Closing and any investigation and discovery by WWAT or by Purchaser, as the case
may  be,  made  at any time with respect thereto; provided, however, that, other
                                                  --------  -------
than  with  respect  to  Section  2.7  (for which there shall be no time limit),
neither  Purchaser  nor  WWAT  shall  have  any  liability  to the other for any
misrepresentation,  inaccuracy or omission in any representation or warranty, or
any breach of any representation or warranty, unless the party asserting a claim
with  respect  to any thereof gives to the other written notice of such claim on
or  before  the  date  which  is  two  years  following  the  Closing  Date.

     7.     Miscellaneous.
            -------------

          7.1     Entire  Agreement.  This  Agreement  contains  the  entire
                  -----------------
agreement  among  the parties with respect to the sale and purchase contemplated
hereby.

          7.2     Governing  Law.  This  Agreement  shall  be  governed  by  and
                  --------------
construed  under  the  laws  of  the  State  of  Delaware.

          7.3     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.

          7.4     Severability.  The  invalidity of any portion hereof shall not
                  ------------
affect  the  validity, force, or effect of the remaining portions hereof.  If it
is  ever  held that any restriction hereunder is too broad to permit enforcement
of  such  restriction  to  its fullest extent, the parties agree that a court of
competent  jurisdiction  may  enforce  such  restriction  to  the maximum extent
permitted  by  law  against those for whom it may be enforceable, and each party
hereby  consents  and  agrees  that  such  scope  may  be  judicially  modified
accordingly  in  any  proceeding  brought  to  enforce  such  restriction.

          7.5     Further  Assurances.  The  parties  hereto  shall,  without
                  -------------------
additional  consideration,  execute  and  deliver  or  cause  to be executed and
delivered  such  further  instruments  and  shall take or cause to be taken such
further  actions  as  are necessary to carry out more effectively the intent and
purpose  of  this  Agreement.

          7.6     Successors  and Assigns.  Except as otherwise provided herein,
                  -----------------------
the  terms  and conditions of Sections 4.2 and 4.3 of this Agreement shall inure
to  the  benefit of and be binding upon the respective successors and assigns of
the  parties  (including  transferees  of  any  securities).  Nothing  in  this
Agreement,  express or implied, is intended to confer upon any party, other than
the  parties  hereto  or  their  respective  successors and assigns, any rights,
remedies,  obligations  or  liabilities  under  or  by reason of this Agreement,
except  as  expressly  provided  in  this  Agreement.

          7.7     Titles  and  Subtitles.  The titles and subtitles used in this
                  ----------------------
Agreement  are  used  for  convenience  only  and  are  not  to be considered in
construing  or  interpreting  this  Agreement.

          7.8     Notices.  All notices required or permitted hereunder shall be
                  -------
in  writing and shall be deemed effectively given: (i) upon personal delivery to
the party to be notified, (ii) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day; (iii) five (5) days after having been sent by registered or certified mail,
return  receipt  requested,  postage  prepaid; or (iv) one (1) day after deposit
with  a  nationally  recognized overnight courier, specifying next day delivery,
with  written  verification of receipt.  All communications shall be sent to the
address  as  set  forth on the signature page hereof or at such other address as
such  party  may  designate by ten (10) days advance written notice to the other
parties  hereto.

          7.9     Finder's  Fee.  Each  party  represents that it neither is nor
                  -------------
will  be  obligated  for  any finders' fee or commission in connection with this
transaction.  Purchaser  agrees  to  indemnify  and to hold harmless the Company
from  any  liability  for  any  commission  or  compensation  in the nature of a
finders'  fee (and the costs and expenses of defending against such liability or
asserted  liability)  for  which  Purchaser or any of its trustees, employees or
representatives  is  responsible.  The  Company  agrees  to  indemnify  and hold
harmless  Purchaser from any liability for any commission or compensation in the
nature  of  a finders' fee (and the costs and expenses of defending against such
liability  or  asserted liability) for which the Company or any of its officers,
employees  or  representatives  is  responsible.

          7.10     Expenses.  The  Company shall pay all costs and expenses that
                   --------
it  incurs  with respect to its negotiation, execution, delivery and performance
of  this  Agreement  and, if the Closing is effected, shall pay the actual legal
fees  and  costs of Greenberg Glusker Fields Claman & Machtinger LLP, counsel to
Purchaser,  in  an  amount  not  to  exceed $15,000.  If any action at law or in
equity  is  necessary  to  enforce or interpret the terms of this Agreement, the
prevailing  party  shall  be  entitled  to reasonable attorney's fees, costs and
necessary  disbursements in addition to any other relief to which such party may
be  entitled.

          7.11     Amendments  and  Waivers.  Any  term of this Agreement may be
                   ------------------------
amended  and  the observance of any term of this Agreement may be waived (either
generally  or  in  a  particular  instance  and  either  retroactively  or
prospectively), only with the written consent of the Company and Purchaser.  Any
amendment  or waiver effected in accordance with this paragraph shall be binding
upon  each  holder  of any securities purchased under this Agreement at the time
outstanding  (including securities for which Warrants are exercisable), and each
future  holder  of  all  such  securities  and  the  Company.

          7.12     Aggregation  of  Stock.  All  shares  of  Common  Stock  and
                   ----------------------
Warrants  held or acquired by affiliated entities or persons shall be aggregated
together  for  the  purpose  of determining the availability of any rights under
this  Agreement.


                            [SIGNATURE PAGE FOLLOWS]

<PAGE>
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


PURCHASER:
---------
THE QUERCUS TRUST

By:  /s/  David  Gelbaum
     ------------------------
     David Gelbaum, Trustee

Address:
2309 Santiago Drive
Newport, California 92660


COMPANY:
-------

WORLDWATER & SOLAR TECHNOLOGIES CORP.


By:  /s/ Quentin T. Kelly
     ---------------------------------------
Name:  Quentin T. Kelly
Its:   Chairman and Chief Executive Officer

Address:
200 Ludlow Drive
Ewing, New Jersey 08638