X0202 3 2006-11-29 0 0000811271 WORLDWATER & POWER CORP WWAT 0000808326 EMCORE CORP 145 BELMONT DRIVE SOMERSET NEW JERSEY NJ 08873 0 0 1 0 Series D Preferred Convertible Stock .276 Common Stock 48928570 D Warrants to purchase Series D Preferred Convertible Stock .317 2006-11-29 2016-11-29 Common Stock 5050440 D The Series D Preferred Convertible Stock is convertible at any time, at the holder's election, and has no expiration date. Subject to adjustment as set forth in the Certificate of Designation. The Warrants may be exercised for 505,044 shares of Series D Preferred Convertible Stock, which is convertible into 5,050,440 shares of common stock Subject to adjustment as provided in the Warrant. Howard W. Brodie 2006-12-07