WorldWater & Solar Technologies Corp. Signs Full Merger Agreement with ENTECH, Inc.



    Construction of 50-MegaWatt Plant to Begin Immediately for Spanish
Projects

    EWING, N.J., October 29 /CNW/ - WorldWater & Solar Technologies Corp.
(WWAT), developer and marketer of proprietary high-power solar systems, and
ENTECH, Inc. of Keller, Texas, a high- tech supplier of solar technology to
NASA for space operations, announced today the execution of an Agreement and
Plan of Merger pursuant to which ENTECH will merge with and into a
wholly-owned subsidiary of WorldWater. Under the terms of the Agreement and
Plan of Merger, WorldWater will pay the following consideration to ENTECH
stockholders:

    --  $5 million in cash;

    --  Shares of common stock of WorldWater based on a formula which,
assuming a $2.00 per share price of our common stock, would result in issuance
to ENTECH stockholders of common stock valued at approximately $39,300,000;
and

    --  Earn-out consideration calculated as 5% of WorldWater's gross
revenues determined in accordance with generally accepted accounting
principles which will be paid until the accumulated total of such earn-out
payments to the ENTECH stockholders equals $5,000,000.

    In addition to the consideration to be paid to ENTECH's stockholders,
WorldWater will pay $1.3 million of ENTECH's liabilities at closing and
provide $5 million of working capital to commence the manufacture of the
ENTECH 20x concentrator systems for a 50 MegaWatt plant in Spain. As a result
of this transaction, it is anticipated that ENTECH's current stockholders will
own approximately 6.6% of the fully-diluted post-transaction common stock of
WorldWater upon completion of the merger, which is conditioned upon obtaining
the requisite stockholder approval to increase WWAT authorized common stock.

    As a WorldWater subsidiary, ENTECH will maintain its identity, location,
and business operations in both terrestrial and space solar energy. The
Company anticipates that ENTECH will continue to perform its contract work for
NASA, the U.S. Department of Defense, and other customers, as well as its
internal R&D programs.

    Starting immediately, the company will begin construction of a 50
MegaWatt plant in Spain, which is expected to be in full production of the
ENTECH 20x concentrator solar systems beginning in the second quarter of 2008.
WorldWater has signed a Letter of Intent with the Spanish firm M & G
Promociones for installation of ENTECH systems for 10 MW in 2008, 10 MW in
2009, 10 MW in 2010 and 50 MW in each of 2011 and 2012. WorldWater also has
signed an agreement with Prime Solar Senergy S.L. of Madrid and Barcelona to
represent the company in obtaining further business in the burgeoning Spanish
solar market.

    "This complex merger has taken considerable time since we signed the
original Letter of Intent in July 2006, and I appreciate the patience of our
shareholders and employees, but we firmly believe that the transaction will
prove to be a pivotal point in our company's history. Together, we expect to
become one of the lowest cost providers of solar energy in the world," said
Quentin T. Kelly, Chairman and CEO of WorldWater & Solar Technologies. "This
year, we've seen explosive interest and tremendous growth opportunities in
large solar installations, particularly in places like Spain and the
Southwestern United States, and we are now in a position to take the lead in
providing multi-megawatts of electricity for major projects."

    Dr. Walter Hesse, CEO of ENTECH, commented, "With the combined
technologies of WorldWater and ENTECH, our solar systems will be capable of
generating and delivering electrical and thermal energy on site to our
customers at prices that are competitive with retail electric levels. ENTECH's
20x patented concentrator technology combined with WorldWater's proprietary
control devices allow for the installation of large solar 'farms' with greatly
reduced requirements for solar cell materials, and decreased reliance on
rebates or other incentives for the funding of economically competitive
installations."

    About WorldWater & Solar Technologies Corp:

    WorldWater & Solar Technologies Corporation is a full-service,
international solar electric engineering and water management company with
unique, high-powered and patented solar technology that can not only generate
and distribute electricity, but can drive 1000 horsepower motors and pumps
from sunshine independently or in conjunction with the electric grid,
providing solutions to a broad spectrum of the world's electricity and water
supply problems. For more information about WorldWater & Solar Technologies
Corp., visit the website at www.worldwater.com.

    About ENTECH, Inc:

    ENTECH provides advanced solar energy technology for a variety of
applications, ranging from day lighting systems for commercial buildings to
solar power arrays for spacecraft. The company's patented solar power systems
produce both electricity and thermal heating from sunlight for applications on
Earth (terrestrial power) and in space (spacecraft power). ENTECH's Fresnel
lenses capture sunlight and focus it onto small solar cells, thereby reducing
electricity costs compared to conventional flat-plate (planar) solar energy
approaches. Additional information can be found at http://www.entechsolar.com.

    Forward Looking Statements:

    Except for historical information contained herein, this document
contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements involve known and
unknown risks and uncertainties that may cause the Company's actual results or
outcomes to be materially different from those anticipated and discussed
herein. Further, the Company operates in industries where securities values
may be volatile and may be influenced by regulatory and other factors beyond
the Company's control. Other important factors that the Company believes might
cause such differences are discussed in the risk factors detailed in the
Company's 10-KSB and its quarterly reports on Form 10-QSB both as filed with
the Securities and Exchange Commission, which include the Company's cash flow
difficulties, dependence on significant customers, and rapid development of
technology, among other risks. In assessing forward-looking statements
contained herein, readers are urged to carefully read all cautionary
statements contained in the Company's filings with the Securities and Exchange
Commission.




For further information:

For further information: WorldWater & Solar Technologies Jessie
Sullivan, 609-818-0700 ext. 20 JSullivan@worldwater.com or Press: Amy Copeman,
609-818-0700 ext. 58 ACopeman@worldwater.com

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WORLDWATER & SOLAR TECHNOLOGIES CORP.

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