EXHIBIT  10.10


                              EMPLOYMENT AGREEMENT

WorldWater  Corp.  ("WorldWater"  or  "the  Company")  of  Pennington,  NJ, USA,
effective  as  of  January  1,  2002,  hereby agrees to enter into an Employment
Agreement  ("Agreement")  with  Quentin T. Kelly, residing at 117 Hopewell-Rocky
Hill  Rd.,  Hopewell  NJ  08525,  under  the  following  terms  and  conditions:

1.  Term  of  this  Agreement is 5 (five) years, ending December  31, 2006.

2.    Subject  only  to  Shareholder  approval,  you will continue to serve as a
Director  of  WorldWater.

3.      Subject  only  to  WorldWater  Board  of  Directors  approval,  you will
continue  to  serve  as  Chairman  of  WorldWater's  Board  of  Directors.

4.     You  will  continue  to  serve  as Chief Executive Officer ("CEO") of the
Company.  As  such, you will be responsible for overseeing the Company's general
operations  and  business  activities,  developing  the  Company's corporate and
strategic  plans,  formulating  overall  corporate policies, directing the other
Company  officers,  and performing all other tasks and responsibilities commonly
associated  with  being  a  corporate  CEO.

5.  You  will  be  expected  to work on a full time basis for WorldWater in your
performance  of  the  above  duties  and  responsibilities.

6.     You will receive compensation as appropriate in the form of stock options
in  the  Company  common  stock  for serving as a Director or as Chairman of the
Board  (See  below  for  details).  Your  compensation  for  serving  as  CEO of
WorldWater  will  be  as  follows:

a.  An  annual  salary paid semi-monthly of $150,000, to be adjusted upward to a
salary  of  $170,000  as  soon  as  the Company achieves annuated revenues of $5
million  (i.e.  if WorldWater's annual revenue surpasses $5 million in June of a
given  year, for example, the increase will be effected).  Based on the Board of
Directors discretion your salary will be increased to $200,000 and a bonus of up
to  50%  will  be  paid  at  the end of the calendar year. Bonus of up to 50% of
compensation  will  be  paid  in  cash  or  stock  or  a  combination thereof as
determined  by  the  Board  of  Directors.

Salaries,  bonuses  and  stock  options  will  be  reviewed  annually  by  the
Compensation  Committee  of  the  Board  after  calendar  year  2003.

b.  A  monthly  automobile  allowance during the term of this Agreement of up to
$1200  to  cover  WorldWater's allocation or share of your leasing an automobile
said  sum  to  include  appropriate  car  insurance  and other expenses directly
related  to  use  of  said  automobile  on  corporate  business.

c.  A  monthly  facility  allowance  of  $1,500 to cover the rental, utility and
other  operating charges for meetings and product demonstrations using the land,
office and technology experimentation facilities at 117 Hopewell-Rocky Hill Rd.,
Hopewell  NJ  08525.

d.  Reimbursement  of  all  reasonable  expenses  incurred  by you on WorldWater
business.

e.  Full  participation  in  any  and all Company "fringe benefits" available to
other  WorldWater  officers,  including husband/wife Health coverage and Pension
plans,  and  the  maintenance  of  a whole life policy as defined in paragraph 8
below,  to  continue  after  retirement.

f.  Participation  in the WorldWater Stock Option Plan(s) and any annual general
stock  bonus open to Company officers (in addition to your personal annual bonus
referenced  above),  subject  only  to  the  Company's  Board  of  Directors (or
appropriate  committee  thereof),  which  is  responsible  for administering the
Option  Plan(s)  and  for  approving  the amount of general bonus allocations to
corporate  officers  (exclusive  of the personal annual bonus referenced above).

7.  During  your  employment with WorldWater, you agree to keep confidential any
and  all  confidential  or non-public Company documents, trade secrets and other
information  including,  but  not  limited  to,  client lists, pricing strategy,
product  cost  data,  proprietary  technical  information corporate policies and
procedures,  and  corporate  marketing  and  financial  plans  and  strategies.

8.  If your employment with the Company is terminated without cause or by reason
of  your  death  or disability, you or your estate will be entitled to continued
compensation  for  the remaining term of the agreement or a period of 24 months,
whichever  is  longer, plus continuing benefits of a whole life insurance policy
funded  by  the  Company  of  $2  million  in cash, plus 1 million shares of the
Company's common stock as currently capitalized. However, if your resignation is
requested  or  caused  as  a  result  of  the  sale, merger or similar corporate
restructuring  of the Company, or by the event of more than 50 % (50 percent) of
the  Company's  stock  being  held by one person or entity or a group of related
persons  or  entities  then you will be entitled to a one-time cash payout of $3
million  plus  3  million  shares  of  WorldWater  Corp.  common  stock.

This  constitutes  the  entirety  of  this  Agreement  which shall be construed,
interpreted and applied in accordance with the laws and regulations of the State
of  New  Jersey.  Any  disputes or disagreements concerning this Agreement which
cannot  be  settled  by the parties will be submitted for binding arbitration to
the  American  Arbitration  Association  in  New  Jersey.  If  the  foregoing is
acceptable  to  you,  please  sign  below,  whereupon  this  shall constitute an
agreement binding upon us and upon your heirs and legal representatives and upon
our  successors  and  assigns.


Agreed  to  and  Signed  by:



/s/ Quentin T. Kelly
Quentin  T.  Kelly
Chairman  and  CEO
WorldWater  Corp.


Approved  by  WorldWater  Corp.
Compensation  Committee:



/s/ Davinder Sethi                      /s/ Joseph Cygler
Dr.  Davinder  Sethi                    Joseph  Cygler


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