EXHIBIT  10.8



                            STOCK PURCHASE AGREEMENT

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          THIS  STOCK  PURCHASE AGREEMENT is made and entered into as of January
15,  2002,  by  and  among  Joann Jordan, David D. Jordan and Lavorsia D. Jordan
Custodian  for  Cayla  Rae  Jordan  (each  a  "Purchaser"  and collectively, the
"Purchasers"),  and  WorldWater  Corporation,  a  Delaware  corporation  (the
"Seller").
                                 R E C I T A L:
                                 -------------
          WHEREAS,  the  Purchasers  desires to purchase from Seller, and Seller
desires  to sell to Purchasers, shares of common stock (the Common Stock) of the
Company,  and  the  Company  wishes  to  issue to Purchaser warrants to purchase
Common  Stock  (the  Warrants),  on  the  terms  set  forth  herein.

                               A G R E E M E N T:
                               ------------------
          NOW,  THEREFORE,  in  consideration  of the foregoing premises and the
mutual  covenants  and  agreements herein contained, and intending to be legally
bound  hereby,  the  parties  hereto  hereby  agree  as  follows:

     1.     Sale  of  Shares  and  Grant  of  Warrants.
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          1.1.     Purchase  and  Sale  of  Shares.  Seller hereby sells to each
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Purchaser,  and  such  Purchaser  hereby  purchases  from Seller, that number of
shares  (the  Shares) of Common Stock of the Company set forth opposite the name
of  such Purchaser on Schedule I hereto, in consideration of (i) the delivery by
                      ----------
such  Purchaser  to  Seller  of  a  check payable to the order of Seller or wire
transfer  in an amount equal to $0.20 per Share, and (ii) the delivery by Seller
to  such  Purchaser  of  a  certificate  evidencing the Shares duly endorsed for
transfer  thereon  or  by  means of duly executed stock powers attached thereto,
which certificates will be issued by the Company's stock transfer agent promptly
after  Closing.

          1.2.     Grant  of  Warrants.  Upon the Closing, Seller shall grant to
                   -------------------
each  Purchaser  that  number  of  Warrants  set forth opposite the name of such
Purchaser  on  Schedule  I  hereto.  Each  Warrant  will permit the Purchaser to
               -----------
purchase  one Share at any time during the five year period following Closing at
an  exercise  price  of  $0.25  per  Share.

          1.3.     The  Closing.  The purchase and sale of the Shares shall take
                   ------------
place  at  the  offices  of  the  Company  on  the date hereof, or at such other
location  and  time as Seller and Purchaser mutually agree (which time and place
are  designated  as  the  Closing).  At the Closing, upon payment for the Shares
pursuant  to  Section  1.1 hereof, Seller shall arrange for the delivery to each
Purchaser of a certificate representing the Shares against delivery to Seller of
a  check or via wire transfer in the amount of the purchase price therefor.  The
obligations of Purchaser to consummate the purchase of the Shares at the Closing
is  subject  to  the  truth and accuracy of the representation and warranties of
Seller  in  Section  2  below.

     2.     Representations  and Warranties of Seller.  Seller hereby represents
            -----------------------------------------
and  warrants  to  each  Purchaser  that:

          2.1     Issuance  of  the  Shares.  The  Shares,  upon  issuance  in
                  -------------------------
accordance  with  the  terms  of  this  Agreement,  shall  be  fully  paid  and
nonassessable,  free  and  clear  of  all pledges, liens, encumbrances, security
interests,  claims  and  restrictions  (other than as described in Section 4.3).

          2.2     Governmental  Consents.  No  consent,  approval,  order  or
                  ----------------------
authorization  of,  or  registration, qualification, designation, declaration or
filing with, any federal, regional, state or local governmental authority on the
part  of  Seller  is  required  in  connection  with  the  consummation  of  the
transactions  contemplated  by  this  Agreement.

          2.3     Litigation.  There  are  no  claims  before  any  governmental
                  ----------
entity  or  arbitrator  pending  or, to Seller's knowledge, currently threatened
against  or  with  respect  to Seller relating to or affecting the Shares, which
question  the  validity  of this Agreement or any action taken or to be taken by
Seller  in  connection  herewith, or which might result in any impairment of the
right  or  ability of Seller to enter into or perform his obligations under this
Agreement.

     3.     Requests  for  Registration.     At  any  time  during the five year
            ----------------------------
period  following  the  date  of  this  Agreement,  the  Purchasers  may request
registration  under  the Securities Act of 1933, as amended (the Act), of all or
any  part  of their Shares. The Company will use its best efforts to qualify for
registration  on Form SB-3, S-3 or any comparable or successor form or forms and
shall  file  a  registration  statement  within 60 days of Purchaser request for
registration;  provided,  that  the Company shall not be required to effect more
than two registrations pursuant to this Agreement during any twelve-month period
(and  no  more  than  one  in  any  six-month  period).

     4.     Representations  and  Warranties of Purchaser. Each Purchaser hereby
            ---------------------------------------------
represents  and  warrants  to,  and  agrees  with,  Seller  that:

          4.1     Litigation.  There  are  no  claims  before  any  governmental
                  ----------
entity  or  arbitrator  pending  or,  to  such  Purchaser's knowledge, currently
threatened  against  or  with respect to such Purchaser relating to or affecting
the Shares, which question the validity of this Agreement or any action taken or
to  be  taken by such Purchaser in connection herewith, or which might result in
any  impairment  of  the  right  or  ability  of such Purchaser to enter into or
perform  his  or  its  obligations  under  this  Agreement.

          4.2     Awareness of Company Performance.  Such Purchaser acknowledges
                  --------------------------------
that  (i)  he or it has received and reviewed the Company's financial statements
(a)  as  of  and  for the year ended December 31, 2000 and (b) as of and for the
three-month  period ended September 30, 2001,  (ii) he or it has received or has
had  full  access  to  all the information such Purchaser considers necessary or
appropriate  to  make  an  informed decision with respect to the purchase of the
Shares  pursuant to this Agreement, and (iii) he or it has had an opportunity to
ask  questions and receive answers from Seller regarding the Company's financial
performance and to obtain additional information (to the extent Seller possessed
such  information  or  could  acquire it without unreasonable effort or expense)
necessary to verify any information furnished to such Purchaser or to which such
Purchaser  had  access.

          4.3     Restricted  Securities.  Such  Purchaser  understands that (i)
                  ----------------------
the Shares and the Warrants are characterized as restricted securities under the
federal  securities  laws  inasmuch  as they are being acquired from Seller in a
transaction not involving a public offering, (ii) under such laws and applicable
regulations such securities may be resold without registration under federal and
state  securities  laws  only  in  certain  limited circumstances, and (iii) the
Company  may require a legal opinion of such Purchaser's counsel with respect to
unregistered  transfers.

          4.4     Accredited  Investor.  Such Purchaser represents that he or it
                  --------------------
is  an  Accredited Investor within the meaning of Regulation D promulgated under
the  Act.

          4.5     Legends.  Such  Purchaser  understands  that  the certificates
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evidencing  the  Shares  and  the Warrants will bear substantially the following
legends:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER  SUCH  SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT  SUCH  REGISTRATION  IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF
SUCH  SECURITIES  ACT.

          4.6     Investment  Purposes.  The  Shares  will  be  acquired  for
                  --------------------
investment  for such Purchaser's own account, not as a nominee or agent, and not
with  a  view to the public resale or distribution thereof within the meaning of
the  federal  or  state  securities  laws,  and  such  Purchaser  has no present
intention  of  selling, granting any participation in, or otherwise distributing
the  same.  Such  Purchaser  further  represents that he or it does not have any
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer  or  grant  participations  to such person or to any third person, with
respect  to  any  of  the  Shares.

     5.     Miscellaneous.
            -------------

          5.1     Entire  Agreement.  This  Agreement  contains  the  entire
                  -----------------
agreement  among  the parties with respect to the sale and purchase contemplated
hereby.

          5.2     Governing  Law.  This  Agreement  shall  be  governed  by  and
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construed  under  the  laws  of  the  State  of  New  Jersey.
          5.3     Counterparts.  This  Agreement  may  be  executed  in two or
                  ------------
more counterparts,  each  of  which  shall  be  deemed  an original, but all of
which together  shall  constitute  one  and  the  same  instrument.


          5.4     Severability.  The  invalidity of any portion hereof shall not
                  ------------
affect  the  validity, force, or effect of the remaining portions hereof.  If it
is  ever  held that any restriction hereunder is too broad to permit enforcement
of  such  restriction  to  its fullest extent, the parties agree that a court of
competent  jurisdiction  may  enforce  such  restriction  to  the maximum extent
permitted  by  law  against those for whom it may be enforceable, and each party
hereby  consents  and  agrees  that  such  scope  may  be  judicially  modified
accordingly  in  any  proceeding  brought  to  enforce  such  restriction.

          5.5     Further  Assurances.  The  parties  hereto  shall,  without
                  -------------------
additional  consideration,  execute  and  deliver  or  cause  to be executed and
delivered  such  further  instruments  and  shall take or cause to be taken such
further  actions  as  are necessary to carry out more effectively the intent and
purpose  of  this  Agreement.

                            [SIGNATURE PAGE FOLLOWS]

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     IN  WITNESS  WHEREOF,  the  parties have executed  this Agreement as of the
date  first  above  written.



PURCHASERS:
-----------




By: /s/ Joann Jordan
         JOANN  JORDAN


By: /s/ David D. Jordan
         DAVID  D.  JORDAN


By: /s/ Lavorsia D. Jordan
        LAVORSIA  D.  JORDAN
    Custodian  for  CAYLA  RAE  JORDAN



SELLER:
-------

WORLDWATER  CORP.



By: /s/ Quentin T. Kelly
   QUENTIN  T.  KELLY,  Chairman  and  CEO



                                   SCHEDULE I


Name  of  Purchaser                    Number  of  Shares  Being  Purchased

Joann  Jordan                                        100,000
DAVID  D.  JORDAN                                    100,000
Lavorsia  D.  Jordan  Custodian  for
     Cayla  Rae  Jordan                               50,000


NAME  OF  PURCHASER                    NUMBER  OF  WARRANTS  GRANTED
-------------------                    -----------------------------


Joann  Jordan                                         20,000
David  D.  Jordan                                     20,000
Lavorsia  D.  Jordan  Custodian  for
     Cayla  Rae  Jordan                               10,000


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