SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT, dated as of April 1, 2004 (this "Agreement"),between
WORLDWATER CORP., a Delaware corporation with principal executive offices at Pennington Business Park,
55 Route 31 South, Pennington, New Jersey 08534 (the "Company"),and SBI BRIGHTLINE VIII LLC, a
Delaware limited liability company with its principal offices at 610 Newport Center Drive, Suite 1205, Newport
Beach, California 92660 (the "Purchaser").
Subject to the terms and conditions of this Agreement, the Company may issue and sell to the Purchaser and the
Purchaser shall purchase from the Company the following: (i) up to 17,000,000 shares of the Common Stock
(the "Shares"), par value $0.001 per share (the "Common Stock"); (ii) warrants (the "$0.17 Warrants")
exercisable for an aggregate of 2,100,000 shares of Common Stock at the exercise price of $0.17 per share, in
the form attached hereto as Exhibit A hereto; and (iii) warrants (the "$0.22 Warrants"), exercisable for an
aggregate of 1,500,000 shares of Common Stock at the exercise price of $0.22 per share, in the form of Exhibit
B hereto, and (iii) warrants (the "$0.27 Warrants", and, together with the $0.17 Warrants and the $0.22
Warrants, the "Warrants") exercisable for an aggregate of 1,500,000 shares of Common Stock at the exercise
price of $0.27 per share, in the form attached hereto as Exhibit C hereto. This Agreement, together with the
Warrants, are hereinafter referred to as the "Transaction Agreements".
NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Company and
the Purchaser hereby agree as follows:
ACQUISITION OF SECURITIES
SECTION 1.01 PURCHASE AND SALE.
(a) Schedule 1.01(a) attached hereto defines three tranches of Shares that the Purchaser has agreed to purchase
from the Company (each, a "Tranche") and, with respect to each Tranche, sets forth the number of Shares
constituting such Tranche (the "Tranche Shares") and the pur