0001047469-05-025079 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 21st, 2005 • Worldwater Corp • Pumps & pumping equipment

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 25, 2005, between WorldWater & Power Corp., a Delaware corporation (the “Company”), and The Water Fund, LP the holder signatory hereto (the “Holder”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 21st, 2005 • Worldwater Corp • Pumps & pumping equipment

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 21, 2005, between WorldWater & Power Corp., a Delaware corporation (the “Company”), and STG Secure Trading Group the holder signatory hereto (the “Holder”).

AMENDMENT NO. 2 TO TERM CREDIT AGREEMENT
Term Credit Agreement • October 21st, 2005 • Worldwater Corp • Pumps & pumping equipment • California

This Amendment No. 2 to Term Credit Agreement (the “Amendment”) is entered into as of December 31, 2004 by and among WORLDWATER CORP., a Delaware corporation (“Borrower”), HONG KONG LEAGUE CENTRAL CREDIT UNION, in its capacity as a lender hereunder (“Hong Kong League”), HIT CREDIT UNION, in its capacity as a lender hereunder (“HIT”), (HIT and Hong Kong League shall be collectively referred to as “Lenders”), and SBI ADVISORS, LLC, a California limited liability company (“Agent”), in its capacity as agent for Lenders, each of whom is a party to the Agreement.

AMENDMENT NO. 1 TO TERM CREDIT AGREEMENT
Term Credit Agreement • October 21st, 2005 • Worldwater Corp • Pumps & pumping equipment

This Amendment No. 1 to Term Credit Agreement (the “Amendment”) is entered into this day of September, 2004 by and among WORLDWATER CORP., a Delaware corporation (“Borrower”), HONG KONG LEAGUE CENTRAL CREDIT UNION, in its capacity as a lender hereunder (“Hong Kong League”), HIT CREDIT UNION, in its capacity as a lender hereunder (“HIT”), (HIT and Hong Kong League shall be collectively referred to as “Lenders”), and SBI ADVISORS, LLC, a California limited liability company, in its capacity as agent for Lenders (“Agent”), each of whom is a party to the Agreement.

AMENDMENT NO. 3 TO TERM CREDIT AGREEMENT
Term Credit Agreement • October 21st, 2005 • Worldwater Corp • Pumps & pumping equipment

This Amendment No. 3 to Term Credit Agreement (the “Amendment”) is entered into this day of July, 2005 by and among WORLDWATER & POWER CORP., a Delaware corporation formerly known as WorldWater Corp. (the “Borrower”), HONG KONG LEAGUE CENTRAL CREDIT UNION, in its capacity as a lender hereunder (“Hong Kong League”), HIT CREDIT UNION, in its capacity as a lender hereunder (“HIT”), (HIT and Hong Kong League shall be collectively referred to as the “Lenders”), and SBI ADVISORS, LLC, a California limited liability company, in its capacity as agent for Lenders (the “Agent”).

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