WORLDWATER & SOLAR TECHNOLOGIES CORP.
STOCKANDWARRANTAGMT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exhibit10-1stockagmt.txt
<DESCRIPTION>STOCKANDWARRANTAGMT
<TEXT>



                                                                    EXHIBIT 10.1


                      STOCK AND WARRANT PURCHASE AGREEMENT

          THIS  STOCK  AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made
                                                             ---------
and  entered  into  as  of  February  12,  2008,  by and among The Quercus Trust
("Quercus"  or  the  "Purchaser"),  and WorldWater & Solar Technologies Corp., a
  -------             ---------
Delaware  corporation  (the  "Company"  or  "WWAT").
                              -------        ----
          WHEREAS,  the  Purchaser desires to purchase from the Company, and the
Company  desires  to sell to Purchaser, shares of Series F Convertible Preferred
Stock  (hereinafter  described)  and  warrants exercisable into shares of Common
Stock  (the  "Warrants"),  each  on  the  terms  set  forth  herein;

          WHEREAS,  Purchaser has provided a loan to the Company in the original
principal  amount  of  $6,000,000, as evidenced by that certain Promissory Note,
dated  January  25,  2008  (the  "Promissory  Note");  and
                                  ----------------
          WHEREAS,  the  Company  is offering the Series F Convertible Preferred
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 and Warrants.  The Company
             -----------------------------------------------------
hereby  agrees  to  issue  to Quercus (i) twenty thousand (20,000) shares of its
Series  F  Convertible  Preferred  Stock  ("Series  F  Preferred") at a price of
                                            --------------------
$1,782.00 per share (the "Series F Purchase Price"), in the form, and containing
                          -----------------------
the  rights, preferences and privileges set forth in Exhibit "A" and (ii) twenty
nine  million  (29,000,000)  Warrants  to  purchase  up  to  twenty nine million
(29,000,000)  shares  of  Common  Stock  (subject to adjustment), at an exercise
price  of  $1.815 per Warrant in the form set forth in Exhibit "B."  The Company
and  Quercus agree that a portion of the Series F Purchase Price will be paid by
cancellation  of  the  outstanding  principal balance and all accrued and unpaid
interest  under  the  terms  of  the  Promissory  Note  (such  amount, the "Note
Payoff").

1.2     The  Closing.  The  sale  and purchase of the Series F Preferred and the
        ------------
issuance of the Warrants shall take place at the offices of Salvo Landau Gruen &
Rogers,  510 Township Line Road, Suite 150, Blue Bell, Pennsylvania 19422, or at
such  other  location  as  the  Company and Quercus mutually agree, on or before
February  ___,  2008 (the "Closing").  At the Closing, the Company shall deliver
                           -------
to  Quercus  a  certificate  representing the Series F Preferred (the "Preferred
                                                                       ---------
Certificate")  and  a  certificate  representing  the  Warrants  (the  "Warrant
-----------                                                             -------
Certificate") in the form(s) set forth on of Exhibits "C" and "D," respectively,
-----------
hereto against delivery to the Company of a check or wire transfer in the amount
of  the  Series  F  Purchase  Price  less  the  amount  of the Note Payoff.  The
obligation  of  Quercus  to consummate the exchange at the Closing is subject to
the  performance  by  the Company of the covenants set forth in Sections 2 below
and  to  the  truth  and  accuracy  of the representations and warranties of the
Company  in  Section  3  below.

2.     Covenants  of  Company.
       ----------------------
     2.1     Certificate  of  Designation.  The  Company  agrees  to  file  the
             ----------------------------
Certificate  of  Designation in the form of Exhibit "A" attached hereto with the
Delaware  Secretary  of  State  prior  to  the  Closing.

2.2.     Amendment  to  Certificate  of  Incorporation.  Quercus 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 conversion of the
Series  F  Preferred,  (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 four hundred
fifty  million  (450,000,000), which would authorize sufficient shares of Common
Stock to allow the conversion of the Series F Preferred 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 has the power to designate the rights, preferences
and  privileges.  In  light of the foregoing, the Company agrees (x) to use best
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 Series F Preferred to be converted in
full  and  the  Warrants  to  be  exercised  in  full.

2.3     Filing  Amendment.  The Company agrees to use best efforts to obtain SEC
        -----------------
approval of its proxy statement, to obtain shareholder approval of the Amendment
and  to  file  the  Amendment  with  the  Delaware Secretary of State as soon as
practicable  following  the  Closing.

     3.     Representations  and  Warranties  of Company.  Except for compliance
            --------------------------------------------
with  the  requirements  contained  in  Sections 2.1 and 2.3, the Company hereby
represents  and  warrants  to  Quercus  that:

     3.1     Organization,  Good  Standing  and Qualification.  The Company is 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  Series  F  Preferred  (a  "Material  Adverse Effect").
                                                     ------------------------

3.2     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.

3.3     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
Series  F  Preferred,  and  the Common Stock issuable upon the conversion of the
Series  F Preferred (the "Conversion 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 Series F
Preferred,  the Conversion 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.

3.4     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, (iii) trigger the
increase in the rights of any holder of the Company's outstanding debt or equity
securities,  including  securities converted with such securities, (iv) 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 Series F Preferred, the Conversion 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.

3.5     Material  Adverse  Changes.  Since  June  30,  2007,  there has not
        --------------------------
occurred  any event or events which, singly or in the aggregate, have had or are
reasonably  expected  to  have,  a  Material  Adverse  Effect upon the business,
operations  or  financial  condition  of  the  Company.

3.6     Issuance  of  Securities.  Since September 28, 2007, 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,  except  for  the  issuance  to  Quercus  of  the  Series E Convertible
Preferred  Stock  of  the Company under the terms of that certain Stock Exchange
Agreement  dated  January  25,  2008.

3.7     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.

3.8     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, June 30, 2007 and September
30,  2007  (the "Reports") have been filed with the SEC and the Reports complied
                 -------
in all 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 December 31, 2007 other than as set forth on Schedule 3.8 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
---------------------
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 3.8 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  September 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  September  30,  2007,  except  as  set forth on Schedule 3.8
                                                                    ------------
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.

3.9     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.

3.10     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.

3.11     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.

3.12     Offering.  Subject  in part to the truth and accuracy of each
         --------
Investor's  representations set forth in Section 4 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.

3.13     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.

3.14     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.

3.15     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.

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

3.17     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.

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

4.1     Restricted  Securities.  Quercus  understands that (i) the Series F
        ----------------------
Preferred and the Conversion Shares 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 Quercus' counsel with
respect  to  unregistered  transfers.

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

4.3     Legends.  Quercus  understands  that  the  certificates  evidencing  the
        -------
Series  F  Preferred  Stock  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.

4.4     Investment  Purposes.  The  securities  will  be  acquired  for
        --------------------
investment  for  Quercus'  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  Quercus  has no present intention of
selling,  granting  any  participation  in,  or otherwise distributing the same.
Quercus  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
securities.

4.5     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  Series  F  Preferred  or  the Warrants, 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.

4.6     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 nine-month period
ended September 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.

5.     Certain  Covenants  of  WWAT.  The  provisions  of Section 4 of that
            ----------------------------
certain  Stock  and  Warrant  Purchase Agreement between Quercus and the Company
dated  September  28, 2007 (the "Purchase Agreement") are hereby incorporated by
                                 ------------------
reference  and  shall  apply  to  the  Conversion  Shares.

6.     Indemnification.  The  provisions  of Section 5 of the Purchase Agreement
       ---------------
are  hereby  incorporated  by  reference  and  shall  apply  to the transactions
contemplated  by  this  Agreement.

7.     Survival  of  Representations  and  Warranties.  All  representations,
       ----------------------------------------------
warranties  and  agreements made by WWAT and Quercus 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 Quercus, as the case
may  be,  made  at any time with respect thereto; provided, however, that, other
than  with  respect  to  Section  3.6  (for which there shall be no time limit),
neither  Quercus  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  (2)  years  following  the  Closing Date.

8.     Miscellaneous.
       -------------

8.1     Entire  Agreement.  This  Agreement  contains  the entire agreement
        -----------------
among  the  parties  with  respect  to  the  exchange  contemplated  hereby.

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

8.3     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.

8.4     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.

8.5     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.

8.6     Successors  and Assigns.  Except as otherwise provided herein, the terms
        -----------------------
and  conditions of Section 5 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.

8.7     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.

8.8     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.

8.9     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.  Quercus  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  Quercus  or  any  of  its  trustees,  employees  or
representatives  is  responsible.  The  Company  agrees  to  indemnify  and hold
harmless  Quercus  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.

8.10     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 Quercus,
in an amount not to exceed Five Thousand Dollars ($5,000).  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.

8.11     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 Quercus.  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.

8.12     Aggregation of Stock.  All shares of Common Stock 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
             ------------------------
     Name:    David Gelbaum
     Its:     Trustee

Address:

1835 Newport Blvd.
A109 - PMB 467
Costa Mesa, CA 92627


COMPANY:
-------

WORLDWATER & SOLAR TECHNOLOGIES CORP.

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



Address:

200 Ludlow Drive
Ewing, New Jersey 08638

<PAGE>
                                  EXHIBIT "A"
                           CERTIFICATE OF DESIGNATION

<PAGE>
                                  EXHIBIT "B"
                        WARRANT TO PURCHASE COMMON STOCK

<PAGE>
                                  EXHIBIT "C"
                             PREFERRED CERTIFICATE
<PAGE>
                                  EXHIBIT "D"
                              WARRANT CERTIFICATE


<PAGE>
                                  SCHEDULE 3.8



     The Company believes that non-cash expenses recorded in 2005 in the amount
of $3.8 million related to the issuance of a convertible debt instrument should
have been amortized over the life of the debt instrument rather than recorded as
an expense in 2005.

     The Company is considering an amendment to the Annual Report on Form 10-KSB
for the year ended December 31, 2006 restating these non-cash expense items for
2005 and 2006. The result of the restatement in 2005 will be a reduction in
expenses of $3.8 million, and the result in 2006 will be an increase in expenses
of $2.8. The net effect to this restatement will be a positive effect on
stockholders equity of $1.0 million.

     The effect of these changes on the profit and loss statements in the
Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2007 and June
30, 2007 is approximately $30,000 per quarter and the Company also is
considering amendments to these reports.

     The Company has not completed its investigation and review of the proposed
changes and these issues have not been proposed to the Board of Directors or the
Audit Committee.

     The following report on Form 8-K has been filed by the Company since
December 31, 2007:

Report on Form 8-K filed January 31, 2008.

</TEXT>
</DOCUMENT>
