811271--3/28/2008--WORLDWATER_&_SOLAR_TECHNOLOGIES

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We have historically incurred losses and losses may continue in the future. If we are unable to raise additional capital to finance operations, our business operations will be curtailed. Our common stock may be affected by limited trading volume and may fluctuate significantly. Failure to retain or attract key personnel will have a material negative impact on the sales, development and enhancement of our products. Our projects require substantial up-front costs before any revenues will be realized. We may not be able to protect our intellectual property rights, and we inadvertently may be infringing on the intellectual property rights of others, which could result in significant expense and loss of intellectual property rights. Any failure to meet the technological requirements of our customers may hinder sales of our products. Competitive conditions affecting WorldWater may limit our growth and profitability. Our marketing efforts in developing nations have encountered significant obstacles that have impeded sales. Our directors are not personally liable and are indemnified for breach of fiduciary duties. We depend on a limited number of suppliers of components for our systems, and any delay in supply could affect our ability to fill orders. No dividends have been paid by the Company. Delaware law and our charter may inhibit a takeover of our company that stockholders may consider favorable. We are subject to foreign exchange rate fluctuations that may result in losses. If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results. As a result, current and potential stockholders could lose confidence in our financial reporting, which could harm our business and the trading price of our common stock. The Company has a limited number of authorized common shares available. The solar power industry is currently experiencing an industry-wide shortage of polysilicon. This shortage poses several risks to our business, including possible constraints on revenue growth and possible decreases in our gross margins and profitability. As polysilicon supply increases, the corresponding increase in the global supply of solar cells and panels may cause substantial downward pressure on the prices of our products, resulting in lower revenues and earnings. The reduction or elimination of government and economic incentives could cause our revenue to decline. We act as the general contractor for our customers in connection with the installations of our solar power systems and are subject to risks associated with construction, bonding, cost overruns, delays and other contingencies, which could have a material adverse effect on our business and results of operations. The execution of our growth strategy for our systems segment is dependent upon the continued availability of third-party financing arrangements for our customers. We may be subject to unexpected warranty expense; if we are subject to warranty and product liability claims, such claims could adversely affect our business and results of operations. Expansion of our manufacturing capacity has and will continue to increase our fixed costs, which increase may have a negative impact on our financial condition if demand for our products decreases. Existing regulations and policies and changes to these regulations and policies may present technical, regulatory and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products and services. We will continue to be dependent on a limited number of third-party suppliers for key components for our solar systems products during the near-term, which could prevent us from delivering our products to our customers within required timeframes, which could result in installation delays, cancellations, liquidated damages and loss of market share. Acquisitions of other companies or investments in joint ventures with other companies could adversely affect our operating results, dilute our stockholders equity, or cause us to incur additional debt or assume contingent liabilities. The demand for products requiring significant initial capital expenditures such as our solar power products and services are affected by general economic conditions, such as increasing interest rates that may decrease the return on investment for certain customers or investors in projects, which could decrease demand for our systems products and services and which could have a material adverse effect on our business and results of operations. ENTECH s products include complex solar technology for markets which are subject to operational risks. The industry in which ENTECH operates is highly competitive, which may result in a loss of market share or a decrease in revenue or profit margin. ENTECH relies on a few key employees whose absence or loss could disrupt its operations or adversely affect its business. ENTECH s failure to attract and retain qualified personnel could lead to a loss of revenue or profitability. Natural disasters, terrorism, acts of war, international conflicts or other disruptions to ENTECH s operations could harm its business. ENTECH s success depends upon its ability to secure raw materials and supplies on acceptable terms. We have not yet fully evaluated the disclosure controls and procedures and internal control over financial reporting of ENTECH and its subsidiaries, and any deficiencies in ENTECH s internal controls that we may find would require us to spend resources to correct those deficiencies and could undermine market confidence in our reported consolidated financial information and reduce the market price of our common stock. Risks related to the combined company The combined company may not realize the anticipated benefits of the merger due to the challenges associated with integrating the companies or other factors.

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811271--3/28/2008--WORLDWATER_&_SOLAR_TECHNOLOGIES_CORP.