EXHIBIT 10.2


THIS  WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD  OR  OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT  TO AN EFFECTIVE REGISTRATION
STATEMENT  FILED  UNDER  SUCH  ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER  SUCH  ACT.  THIS  WARRANT  MAY  NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR
ASSIGNED  TO  ANY  OTHER  PERSON  OR  ENTITY,  EXCEPT  AS  SET  FORTH  HEREIN.



                        WARRANT TO PURCHASE COMMON STOCK

                      WORLDWATER & SOLAR TECHNOLOGIES CORP.


Number of Shares of Common Stock: 9,000,000

Date of Issuance: September 28, 2007 ("Issue Date")

WorldWater & Solar Technologies Corp., a Delaware corporation (the "Company"),
hereby certifies that, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Quercus Trust, the registered
holder hereof, or its permitted assigns (the "Holder"), is entitled, subject to
the terms set forth below, to purchase from the Company, at the Exercise Price
(as defined below) then in effect, upon surrender of this Warrant to Purchase
Common Stock (including any Warrants to Purchase Common Stock issued in
exchange, transfer or replacement hereof, the "Warrant"), at any time or times
(subject to Section 1(d) hereof) on or after the date hereof (the "Issue Date"),
but not after 11:59 p.m., New York time, on the Expiration Date (as defined
below), nine million (9,000,000) fully paid nonassessable shares of Common Stock
(as defined below) (the "Warrant Shares").  Except as otherwise defined herein,
capitalized terms in this Warrant shall have the meanings set forth in Section
14.  This Warrant is the Warrant to purchase Common Stock (this "Warrant")
issued pursuant to that certain Stock and Warrant Purchase Agreement, dated as
of the date hereof, by and between the Company and the Holder (the "Stock and
Warrant Purchase Agreement").

     1.     EXERCISE OF WARRANT.

     (a)     Procedure for Exercise.  Subject to the terms and conditions hereof
             ----------------------
(including Section 1(d) hereof), this Warrant may be exercised by the Holder on
any day on or after the Issue Date, in whole or in part, by (i) delivery of a
written notice, in the form attached hereto as Exhibit A (the "Exercise
Notice"), of the Holder's election to exercise this Warrant and (ii) payment to
the Company of an amount equal to the applicable Exercise Price multiplied by
the number of Warrant Shares as to which this Warrant is being exercised (the
"Aggregate Exercise Price") in cash or by wire transfer of immediately available
funds.  The Holder shall not be required to deliver the original Warrant in
order to effect an exercise hereunder.  Execution and delivery of the Exercise
Notice with respect to less than all of the Warrant Shares shall have the same
effect as cancellation of the original Warrant and issuance of a new Warrant
evidencing the right to purchase the remaining number of Warrant Shares.  On or
before the first (1st) Business Day following the date on which the Company has
received each of the Exercise Notice and the Aggregate Exercise Price (the
"Exercise Delivery Documents"), the Company shall transmit by facsimile an
acknowledgment of confirmation of receipt of the Exercise Delivery Documents to
the Holder and the Company's transfer agent (the "Transfer Agent").  On or
before the third (3rd ) Business Day following the date on which the Company has
received all of the Exercise Delivery Documents (the "Share Delivery Date"), the
Company shall (X) provided that the Transfer Agent is participating in The
Depository Trust Company ("DTC") Fast Automated Securities Transfer Program,
upon the request of the Holder, credit such aggregate number of Warrant Shares
to which the Holder is entitled pursuant to such exercise to the Holder's or its
designee's balance account with DTC through its Deposit Withdrawal Agent
Commission system, or (Y) if the Transfer Agent is not participating in the DTC
Fast Automated Securities Transfer Program, issue and dispatch by overnight
courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company's share register in the name of the Holder or its
designee, for the number of shares of Common Stock to which the Holder is
entitled pursuant to such exercise.  Upon delivery of the Exercise Delivery
Documents, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to which this Warrant
has been exercised, irrespective of the date such Warrant Shares are credited to
the Holder's DTC account or the date of delivery of the certificates evidencing
such Warrant Shares, as the case may be.  If this Warrant is submitted in
connection with any exercise pursuant to this Section 1(a) and the number of
Warrant Shares represented by this Warrant submitted for exercise is greater
than the number of Warrant Shares being acquired upon an exercise, then the
Company shall as soon as practicable and in no event later than three Business
Days after any exercise and at its own expense, issue a new Warrant (in
accordance with Section 7(d)) representing the right to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this
Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised.  No fractional shares of Common Stock are to be issued upon the
exercise of this Warrant, but rather the number of shares of Common Stock to be
issued shall be rounded up to the nearest whole number.  The Company shall pay
any and all taxes which may be payable with respect to the issuance and delivery
of Warrant Shares upon exercise of this Warrant.

(b)     Exercise Price.  For purposes of this Warrant, "Exercise Price" means
        --------------
$1.815, subject to adjustment as provided herein.

(c)     Company's Failure to Timely Deliver Securities.  If the Company shall
        ----------------------------------------------
fail for any reason or for no reason to issue to the Holder within three (3)
Business Days of receipt of the Exercise Delivery Documents, a certificate for
the number of shares of Common Stock to which the Holder is entitled and
register such shares of Common Stock on the Company's share register or to
credit the Holder's balance account with DTC for such number of shares of Common
Stock to which the Holder is entitled upon the Holder's exercise of this
Warrant, and if on or after such Trading Day the Holder purchases (in an open
market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of shares of Common Stock issuable upon
such exercise that the Holder anticipated receiving from the Company (a
"Buy-In"), then the Company shall, within three (3) Business Days after the
Holder's request and in the Holder's discretion, either (i) pay cash to the
Holder 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 Warrant Shares) shall terminate, or (ii) promptly
honor its obligation to deliver to the Holder a certificate or certificates
representing such Warrant Shares and pay cash to the Holder 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 Bid Price on the date of
exercise.

(d)     Authorization of Common Stock.  The Purchaser and the Company agree and
        -----------------------------
acknowledge that (i) the Company does not have currently authorized sufficient
shares of unissued Common Stock to allow for the exercise of the Warrant, (ii)
the Company's board of directors (the "Board") has approved an amendment
("Amendment") to the Company's Certificate of Incorporation to increase the
authorized number of Common Stock to 400,000,000, which would authorize
sufficient shares of Common Stock to allow the exercise of the Warrant in full,
(iii) the Board has approved the holding of a meeting of Shareholders to
consider and approve the Amendment, and has voted to recommend to Shareholders
that the Amendment be approved, and (iv) the Company has authorized "blank
check" preferred stock with respect to which the board of directors of the
Company has the power to designate the rights, preferences and privileges.  In
light of the foregoing, the Company agrees (x) to use commercially reasonable
efforts to cause the Amendment to be approved by Shareholders and filed with the
Delaware Secretary of State as soon as practicable, and to thereafter at all
times cause there to be sufficient authorized and unissued shares of Common
Stock and other securities to allow the Warrant to be exercised in full (or, if
the Preferred Stock described below has been issued, to allow the Preferred
Stock to be converted into Common Stock and other securities in full, and (y)
upon the written request of Purchaser, on or prior to the earlier of one year
following the date hereof and 10 days prior to the record date ( the "Record
Date") for any matter to be presented to shareholders (other than for matters
the filing of a preliminary proxy statement is not required pursuant to Rule
14a-6, as currently in effect) or for determining any other shareholder rights,
the Company will file with the Delaware Secretary of State a Statement of
Designation establishing a new class of preferred stock (the "Preferred Stock")
with the following rights, preferences and privileges:  each share of Preferred
Stock shall have rights, preferences and privileges equivalent to 1,000 shares
of Common Stock, and shall in addition be automatically convertible into Common
Stock at such time as the Company has authorized and unissued sufficient shares
of Common Stock to allow such conversion.  The Company shall provide the
Purchaser notice at least 30 days prior to any Record Date and at least 30 days
prior to the filing of a Certificate of Designation meeting the requirements of
this Section 1(d) describing any transaction requiring the filing of a
Certificate of Determination pursuant to this Section 1(d) and shall consult
with the Purchaser as to the form and substance of the Certificate Designation,
which shall contain such provisions as the Purchaser shall request and the
Company shall approve, such approval not to be unreasonably withheld.  This
Warrant shall not be exercisable until the earlier of the filing of the
Amendment (or a comparable amendment increasing the authorized number of shares
of Common Stock), or the filing of a Certificate of Determination as described
above.

(e)     Automatic Exercise.  Purchaser will submit for exercise one half of the
        ------------------
number of Warrant Shares represented by this Warrant if, at any time after the
Issue Date, the closing price for the Common Stock for five consecutive trading
days exceeds $3.63 with an average volume of at least 2.8 million shares, with
the price and volume adjusted for stock splits or similar events at any time,
and will submit for exercise the balance of the Warrant Shares represented by
this Warrant if the closing price for the Common Stock for five (5) consecutive
trading days exceeds $3.63 with an average volume of at least 2.8 million
shares, with the price and volume adjusted for stock splits or similar events on
or after nine months thereafter.  Each exercise shall be made no later than
thirty (30) days following the receipt of written notification from the Company
of the date on which the obligation arises.

(f)     Disputes.  In the case of a dispute as to the determination of the
        --------
Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the Holder the number of Warrant Shares that are not
disputed.

(g)     Issue Tax.  The issuance of certificates for shares of Common Stock upon
        ---------
exercise of any Warrant shall be made without a charge to the Warrantholder for
any issuance tax in respect thereto 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 that of the
Warrantholder.

(h)     Closing of Books.  The Company will at no time close its transfer
        ----------------
books against the transfer of the shares of Common Stock issued or issuable upon
the exercise of this Warrant in any manner which interferes with the timely
exercise of this Warrant.

     2.     ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.  The
Exercise Price and the number of Warrant Shares shall be adjusted from time to
time as follows:

     (a)     Adjustment upon Subdivision or Combination of Common Stock.  If the
             ----------------------------------------------------------
Company at any time on or after the Issue Date subdivides (by any stock split,
stock dividend, recapitalization, reorganization, scheme, arrangement or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Exercise Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of Warrant Shares
will be proportionately increased.  If the Company at any time on or after the
Issue Date reduces or combines (by any reverse stock split, recapitalization,
reorganization, scheme, arrangement or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately decreased.
Any adjustment under this Section 2(b) shall become effective at the close of
business on the date the subdivision or combination becomes effective.
     (b)     Other Events.  If any event occurs of the type contemplated by the
             ------------
provisions of this Section 2 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the Company's
Board of Directors will make an appropriate adjustment in the Exercise Price
and/or the number of Warrant Shares and other rights to be issued to the Holder
upon exercise of the Warrant so as to protect the rights of the Holder; provided
that no such adjustment pursuant to this Section 2(c) will increase the Exercise
Price or decrease the number of Warrant Shares as otherwise determined pursuant
to this Section 2.

     3.     RIGHTS UPON DISTRIBUTION OF ASSETS.  If the Company shall declare or
make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of shares of Common Stock (excluding any distribution of
equity rights for which an adjustment is made pursuant to Section 2), by way of
return of capital or otherwise (including, without limitation, any distribution
of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or
other similar transaction) (a "Distribution"), at any time after the issuance of
this Warrant, then, in each such case:

     (a)     Adjustment of Exercise Price.  any Exercise Price in effect
             ----------------------------
immediately prior to the close of business on the record date fixed for the
determination of holders of shares of Common Stock entitled to receive the
Distribution shall be reduced, effective as of the close of business on such
record date, to a price determined by multiplying such Exercise Price by a
fraction of which (i) the numerator shall be the Closing Bid Price of the shares
of Common Stock on the Trading Day immediately preceding such record date minus
the value of the Distribution (as determined in good faith by the Company's
Board of Directors) applicable to one share of Common Stock, and (ii) the
denominator shall be the Closing Bid Price of the shares of Common Stock on the
Trading Day immediately preceding such record date; and

   (b)     Adjustment of Number of Warrant Shares.  The number of Warrant Shares
           --------------------------------------
shall be increased to a number of shares equal to the number of shares of Common
Stock obtainable immediately prior to the close of business on the record date
fixed for the determination of holders of shares of Common Stock entitled to
receive the Distribution multiplied by the reciprocal of the fraction set forth
in the immediately preceding paragraph (a); provided that in the event that the
Distribution is of shares of Common Stock (or common stock) ("Other Shares of
Common Stock") of a company whose common shares are traded on a national
securities exchange or a national automated quotation system, then the Holder
may elect to receive a warrant to purchase Other Shares of Common Stock in lieu
of an increase in the number of Warrant Shares, the terms of which shall be
identical to those of this Warrant, except that such warrant shall be
exercisable into the number of shares of Other Shares of Common Stock that would
have been payable to the Holder pursuant to the Distribution had the Holder
exercised this Warrant in full immediately prior to such record date and with an
aggregate exercise price equal to the product of the amount by which the
exercise price of this Warrant was decreased with respect to the Distribution
pursuant to the terms of the immediately preceding paragraph (a) and the number
of Warrant Shares calculated in accordance with the first part of this paragraph
(b).


     4.     PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

(a)     Purchase Rights.  In addition to any adjustments pursuant to
        ---------------
Section 2 above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of shares of Common
Stock or other securities then issuable upon exercise of this Warrant (the
"Purchase Rights"), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the
Holder could have acquired if the Holder had held the number of shares of Common
Stock or other securities then issuable upon exercise of this Warrant acquirable
upon complete exercise of this Warrant (without regard to any limitations on the
exercise of this Warrant) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record
is taken, the date as of which the record holders of shares of Common Stock are
to be determined for the grant, issue or sale of such Purchase Rights.

(b)     Fundamental Transactions; Parent Entities.  The Company shall not enter
        -----------------------------------------
into or be party to a Fundamental Transaction unless (i) if the Successor Entity
is a publicly traded corporation whose common stock is quoted on or listed for
trading on an Eligible Market, the Successor Entity assumes in writing all of
the obligations of the Company under this Warrant pursuant to written agreements
in form and substance reasonably satisfactory to the Holder, including
agreements to deliver to each holder of Warrants in exchange for such Warrants a
written instrument issued by the Successor Entity substantially similar in form
and substance to this Warrant, including, without limitation, an adjusted
exercise price equal to the value for the shares of Common Stock reflected by
the terms of such Fundamental Transaction, and exercisable for a corresponding
number of shares of capital stock equivalent to the shares of Common Stock
acquirable and receivable upon exercise of this Warrant (without regard to any
limitations on the exercise of this Warrant) prior to such Fundamental
Transaction, and satisfactory to the Holder and (ii) if the Successor Entity is
not a publicly traded corporation whose common stock is quoted on or listed for
trading on an Eligible Market, the Successor assumes in writing all of the
obligations of the Company under this Warrant pursuant to written agreements in
form and substance reasonably satisfactory to the Holder, including agreements
to deliver to each holder of Warrants in exchange for such Warrants a written
instrument issued by the Successor Entity substantially similar in form and
substance to this Warrant exercisable for the consideration that would have been
issuable in the Fundamental Transaction in respect of the Warrant Shares had
this Warrant been exercised immediately prior to the consummation of the
Fundamental Transaction.  The provisions of this Section shall apply similarly
and equally to successive Fundamental Transactions and shall be applied without
regard to any limitations on the exercise of this Warrant.
In the event that any person becomes a Parent Entity of the Company, such person
shall assume all of the obligations of the Company under this Warrant with the
same effect as if such person had been named as the Company herein.

5.     NONCIRCUMVENTION.  The Company hereby covenants and agrees that the
Company will not, by amendment of its Certificate of Incorporation, Bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of
arrangement, 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, and will at all times in good faith carry out all the
provisions of this Warrant and take all action as may be required to protect the
rights of the Holder.  Without limiting the generality of the foregoing, the
Company, except as contemplated by Section 1(d), (i) shall not increase the par
value of any shares of Common Stock receivable upon the exercise of this Warrant
above the Exercise Price then in effect, (ii) shall take all such actions as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock and other securities
upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is
outstanding, take all action necessary to reserve and keep available out of its
authorized and unissued shares of Common Stock and other securities, solely for
the purpose of effecting the exercise of this Warrant, 100% of the number of
shares of Common Stock and other securities issuable upon exercise of this
Warrant then outstanding (without regard to any limitations on exercise).

6.     WARRANT HOLDER NOT DEEMED A STOCKHOLDER.  Except as otherwise
specifically provided herein, the Holder, solely in such Person's capacity as a
holder of this Warrant, shall not be entitled to vote or receive dividends or be
deemed the holder of share capital of the Company for any purpose, nor shall
anything contained in this Warrant be construed to confer upon the Holder,
solely in such Person's capacity as the Holder of this Warrant, any of the
rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or
otherwise, prior to the issuance to the Holder of the Warrant Shares which such
Person is then entitled to receive upon the due exercise of this Warrant.  In
addition, nothing contained in this Warrant shall be construed as imposing any
liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company.

        7.     REISSUANCE OF WARRANTS.

(a)     Transfer of Warrant.  If this Warrant is to be transferred, the
        -------------------
Holder shall surrender this Warrant to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Holder a new Warrant (in
accordance with Section 7(d)), registered as the Holder may request,
representing the right to purchase the number of Warrant Shares being
transferred by the Holder and, if less then the total number of Warrant Shares
then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 7(d)) to the Holder representing the right to purchase the number
of Warrant Shares not being transferred.

(b)     Lost, Stolen or Mutilated Warrant.  Upon receipt by the Company of
        ---------------------------------
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and, in the case of loss, theft or destruction,
of any indemnification undertaking by the Holder to the Company in customary
form and, in the case of mutilation, upon surrender and cancellation of this
Warrant, the Company shall execute and deliver to the Holder a new Warrant (in
accordance with Section 7(d)) representing the right to purchase the Warrant
Shares then underlying this Warrant.

(c)     Exchangeable for Multiple Warrants.  This Warrant is exchangeable, upon
        ----------------------------------
the surrender hereof by the Holder at the principal office of the Company, for a
new Warrant or Warrants (in accordance with Section 7(d)) representing in the
aggregate the right to purchase the number of Warrant Shares then underlying
this Warrant, and each such new Warrant will represent the right to purchase
such portion of such Warrant Shares as is designated by the Holder at the time
of such surrender; provided, however, that no Warrants for fractional shares of
Common Stock shall be given.

(d)     Issuance of New Warrants.  Whenever the Company is required to issue a
        ------------------------
new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be
of like tenor with this Warrant, (ii) shall represent, as indicated on the face
of such new Warrant, the right to purchase the Warrant Shares then underlying
this Warrant (or in the case of a new Warrant being issued pursuant to Section
7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when
added to the number of shares of Common Stock underlying the other new Warrants
issued in connection with such issuance, is equal to the number of Warrant
Shares then underlying this Warrant), (iii) shall have an issuance date, as
indicated on the face of such new Warrant, which is the same as the Issue Date,
and (iv) shall have the same rights and conditions as this Warrant.

     8.     AMENDMENT AND WAIVER.  Except as otherwise provided herein, the
provisions of this Warrant may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the Company has obtained the written consent of the Holder.

     9.     GOVERNING LAW.  This Warrant shall be governed by and construed and
enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by,
the internal laws of the State of Delaware, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of Delaware or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Delaware.

    10.  SEVERABILITY; CONSTRUCTION; HEADINGS. If one or more provisions of this
Warrant are held to be unenforceable under applicable law, such provisions shall
be excluded from this Warrant, and the balance of this Warrant shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms. This Warrant shall be deemed to be jointly drafted by
the Company and the Holder and shall not be construed against any person as the
drafter hereof. The headings of this Warrant are for convenience of reference
and shall not form part of, or affect the interpretation of, this Warrant.

    11.     NOTICES.

    (a)     Addresses.  Whenever notice is required to be given under this
             ---------
Warrant, unless otherwise provided herein, such notice shall be given in
accordance with the Stock and Warrant Purchase Agreement, or, in the case of a
Holder, to the Holder's address of record as set forth in the Company's registry
for the Warrants.

    (b)     Notices of Record Dates.  In the event of:
             -----------------------

     (i)     any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution (other than cash
dividends out of earned surplus), or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any right to sell shares of stock of any class or any
other right; or

(ii)     any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other corporation or entity; or

(iii)     any voluntary or involuntary dissolution, liquidation or winding-up of
the Company; or

(iv)     any public offering or any issuance by the Company of additional shares
of capital stock;
then and in each such event the Company will give notice to the Warrantholder
specifying (A) the date on which any such record is to be taken for the purpose
of such dividend, distribution or right and stating the amount and character of
such dividend, distribution or right, and (B) the date on which any such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up is to take place, and the time,
if any is to be fixed, as of which the holders of record of Common Stock will be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up. Such notice shall be given at least 20 days and not more than 90
days prior to the date therein specified, and such notice shall state that the
action in question or the record date is subject to the effectiveness of a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act") or to a favorable vote of stockholders, if either is required.


     (c)     Notice of Adjustments.  Upon any adjustment of the Warrant Price,
             ---------------------
then and in each such case the Company shall give written notice thereof, by
first-class mail, postage prepaid, addressed to each Warrantholder at the
address of such holder as shown on the books of the Company, which notice shall
state the Warrant Price resulting from such adjustments setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.

(d)     Notices of Other Actions.  The Company shall provide the Holder with
        ------------------------
prompt written notice of all other actions taken pursuant to this Warrant,
including in reasonable detail a description of such action and the reason
therefore.

     12.     REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.  The
remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, at law or in equity (including a
decree of specific performance and/or other injunctive relief), and nothing
herein shall limit the right of the Holder to pursue actual damages for any
failure by the Company to comply with the terms of this Warrant.

     13.     TRANSFER.  This Warrant may be offered for sale, sold, transferred
or assigned without the consent of the Company, subject to the compliance with
applicable securities laws established to the reasonable satisfaction of the
Company.

     14.     CERTAIN DEFINITIONS.  For purposes of this Warrant, the following
terms shall have the following meanings:

(a)     "Business Day" means any day other than Saturday, Sunday or other
        --------------
day on which commercial banks in The City of New York are authorized or required
by law to remain closed.

(b)     "Change of Control" means any Fundamental Transaction other than (i) any
        -------------------
reorganization, recapitalization or reclassification of the Common Stock in
which holders of the Company's voting power immediately prior to such
reorganization, recapitalization or reclassification continue after such
reorganization, recapitalization or reclassification to hold publicly traded
securities and, directly or indirectly, the voting power of the surviving entity
or entities necessary to elect a majority of the members of the board of
directors (or their equivalent if other than a corporation) of such entity or
entities, or (ii) pursuant to a migratory merger effected solely for the purpose
of changing the jurisdiction of incorporation of the Company.

(c)     "Closing Bid Price" and "Closing Sale Price" means, for any security as
        -------------------     --------------------
of any date, the last closing bid price and last closing trade price,
respectively, for such security on the Principal Market, as reported by
Bloomberg, or, if the Principal Market begins to operate on an extended hours
basis and does not designate the closing bid price or the closing trade price,
as the case may be, then the last bid price or the last trade price,
respectively, of such security prior to 4:00:00 p.m., New York time, as reported
by Bloomberg, or, if the Principal Market is not the principal securities
exchange or trading market for such security, the last closing bid price or last
trade price, respectively, of such security on the principal securities exchange
or trading market where such security is listed or traded as reported by
Bloomberg, or if the foregoing do not apply, the last closing bid price or last
trade price, respectively, of such security in the over-the-counter market on
the electronic bulletin board for such security as reported by Bloomberg, or, if
no closing bid price or last trade price, respectively, is reported for such
security by Bloomberg, the average of the bid prices, or the ask prices,
respectively, of any market makers for such security as reported in the "pink
sheets" by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.).  If
the Closing Bid Price or the Closing Sale Price cannot be calculated for a
security on a particular date on any of the foregoing bases, the Closing Bid
Price or the Closing Sale Price, as the case may be, of such security on such
date shall be the fair market value as mutually determined by the Company and
the Holder.  All such determinations to be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during the
applicable calculation period.

(d)     "Common Stock" means (i) the Company's shares of Common Stock par value
        --------------
$0.001 per share, and (ii) any share capital into which such Common Stock shall
have been changed or any share capital resulting from a reclassification of such
Common Stock.

(e)     "Eligible Market" means The New York Stock Exchange, Inc., The American
        -----------------
Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Capital Market.

(f)     "Expiration Date" means the date sixty-six (66) months after the Issue
        -----------------
Date or, if such date falls on a day other than a Business Day or on which
trading does not take place on the Principal Market (a "Holiday"), the next date
that is not a Holiday.

(g)     "Fundamental Transaction" means that the Company shall, directly or
        -------------------------
indirectly, in one or more related transactions, (i) consolidate or merge with
or into (whether or not the Company is the surviving corporation) another
Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company to another Person,
or (iii) allow another Person to make a purchase, tender or exchange offer that
is accepted by the holders of more than the 50% of the outstanding shares of
Common Stock, or (iv) consummate a stock purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person
acquires more than the 50% of the outstanding shares of Common Stock, (v)
reorganize, recapitalize or reclassify its Common Stock, or (vi) any "person" or
"group"(as these terms are used for purposes of Sections 13(d) and 14(d) of the
Exchange Act) is or shall become the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate
ordinary voting power represented by issued and outstanding Common Stock.

(h)     "Options" means any rights, warrants or options to subscribe for or
        --------
purchase shares of Common Stock or securities convertible into or exercisable
for Common Stock.

(i)     "Parent Entity" of a Person means an entity that, directly or
        ---------------
indirectly, controls the applicable Person and whose common stock or equivalent
equity security is quoted or listed on an Eligible Market, or, if there is more
than one such Person or Parent Entity, the Person or Parent Entity with the
largest public market capitalization as of the date of consummation of the
Fundamental Transaction.

(j)     "Person" means an individual, a limited liability company, a
        --------
partnership, a joint venture, a corporation, a trust, an unincorporated
organization, any other entity and a government or any department or agency
thereof.

(k)     "Principal Market" means the Over the Counter Bulletin Board.
        ------------------

(l)     "Successor Entity" means the Person (or, if so elected by the Holder,
        ------------------
the Parent Entity) formed by, resulting from or surviving any Fundamental
Transaction or the Person (or, if so elected by the Holder, the Parent Entity)
with which such Fundamental Transaction shall have been entered into.

(m)     "Trading Day" means any day on which the Common Stock are traded on the
        -------------
Principal Market, or, if the Principal Market is not the principal trading
market for the Common Stock, then on the principal securities exchange or
securities market on which the Common Stock are then traded; provided that
"Trading Day" shall not include any day on which the Common Stock are scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the
Common Stock are suspended from trading during the final hour of trading on such
exchange or market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour
ending at 4:00:00 p.m., New York time).


IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock
to be duly executed as of the Issue Date set out above.


WORLDWATER & SOLAR TECHNOLOGIES CORP.


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

<PAGE>




                                    EXHIBIT A

                                 EXERCISE NOTICE
            TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
                        WARRANT TO PURCHASE COMMON STOCK


                      WORLDWATER & SOLAR TECHNOLOGIES CORP.


     The undersigned holder hereby exercises the right to purchase
_________________ of the shares of Common Stock ("Warrant Shares") of WorldWater
& Solar Technologies Corp., a Delaware corporation (the "Company"), evidenced by
the attached Warrant to Purchase Common Stock (the "Warrant").  Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.

     1.     Form of Exercise Price.  The Holder intends that payment of the
Exercise Price shall be made as:
     ____________ a "Cash Exercise" with respect to _________________ Warrant
Shares.

     2.     Payment of Exercise Price.  In the event that the holder has elected
a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of
$___________________ to the Company in accordance with the terms of the Warrant.

     3.     Delivery of Warrant Shares.  The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.


Date: _______________ __, ______
By:
Name:
Title:


<PAGE>
                                     ------

                                 ACKNOWLEDGMENT

The Company hereby acknowledges this Exercise Notice and hereby directs [INSERT
NAME OF TRANSFER AGENT] to issue the above indicated number of shares of Common
Stock in accordance with the Transfer Agent Instructions dated ______, 2007 from
the Company and acknowledged and agreed to by [INSERT NAME OF TRANSFER AGENT].

WORLDWATER & SOLAR TECHNOLOGIES CORP.


By:
       --------------------------------

Name:
       --------------------------------
Title:
       --------------------------------