EXHIBIT  10.12


                           RESTRICTED STOCK AGREEMENT
                           --------------------------


THIS  AGREEMENT,  dated  as  of  July  1, 2002 (the "Grant Date") by and between
WorldWater  Corp.  and  Quentin  T.  Kelly  (the  "Grantee"), is entered into as
follows:

WHEREAS,  the  Compensation  Committee  of the Board of Directors of the Company
determined  that the Employee be granted shares of the Company's $.001 par value
Common  Stock  subject  to  the  restrictions  stated below, as reflected in the
Employment  Agreement  Amendment  dated July 1, 2002 by and between the Employee
and  the  Company  and  as  hereinafter  set  forth:

1.     Grant of Restricted Stock.  Subject to the restrictions contained in this
agreement  (the  "Agreement")  WorldWater Corp. (the "Company") hereby grants to
Quentin  T.  Kelly  (the  "Grantee"), effective July 1, 2002 (the "Grant Date"),
1,000,000  shares  of  restricted  Common  Stock  (the "Shares").  The Board has
determined  that the fair market value of the Common Stock of the Company on the
Grant  Date  is  $0.15  per  share.

2.     Vesting.  Provided  that  Grantee  remains  an  Employee or member of the
Board  of  Directors  of  the Company, Grantee shall become vested in 20% of the
Shares  upon  each  anniversary  of the Grant Date, so that the Grantee shall be
100%  vested  in  5  years.

3.     Termination of Award.  If the Grantee's employment or Board membership is
terminated  for  any  reason,  unless  otherwise  determined by the Compensation
Committee,  the  Grantee  will  forfeit  any  unvested  shares.

4.     Non-transferability  of  Award.  The Grantee may not transfer either this
award  or  any  Shares acquired pursuant to this award except in accordance with
the  terms of this Agreement or by will or the laws of descent and distribution;
provided that, Grantee may gift the Shares, or some portion of the Shares, to an
immediate  family  member,  to  a trust for the benefit of such persons, or to a
partnership  in  which only such persons are partners.  Any transferee of Shares
must  agree  in writing, on a form prescribed by the Company, to be bound by all
provisions  of this Agreement and the Plan, and following any such transfer, the
terms  of  the  grant  shall remain the same except that the transferee shall be
considered  the  Grantee.  The  transferability  of  such  Shares  shall also be
limited by any legend on the certificate(s) representing such Shares restricting
the  transferability  of  the  Shares.

5.     Right  to Vote and to Receive Dividends.  The Grantee will have the right
to vote unvested Shares and receive any dividends or other distributions paid on
unvested  Shares.

6.     Taxes.  The  Employee  shall  be  liable for any and all taxes, including
withholding  taxes, arising out of this grant or the vesting of Stock hereunder.
The  Employee may elect to satisfy such withholding tax obligation by having the
Company  retain  Stock having a fair market value equal to the Company's minimum
withholding  obligation.

7.     Amendments.  The  Board  may  from  time  to time amend the terms of this
Agreement  to  the  extent  it  deems  appropriate;  provided that any amendment
adverse to the Grantee shall be effective only if consented to by the Grantee in
writing.

8.     Grant  Not to Affect Employment or Service.  The Shares granted hereunder
shall not confer upon Grantee any right to continue in the employment or service
of  the  Company,  its  Subsidiaries  or  Affiliates.

9.     Securities  Laws.  The  Board may from time to time impose any conditions
on  the  Shares  as  it  deems  necessary or advisable to ensure that all rights
granted  under  this Agreement satisfy the requirements of applicable securities
laws.

10.     Entire  Agreement.  This  Agreement  constitutes the entire agreement of
the  parties  with  respect  to  the  subject  matter  hereof.  This  Agreement
supersedes  all prior discussions, negotiations, understandings, commitments and
agreements  with  respect  to  such  matters.

11.     Governing  Law.  To  the  extent  not  preempted  by  federal  law, this
Agreement  shall be governed by and construed in accordance with the laws of the
State  of  New  Jersey.

WorldWater  Corp.
Compensation  Committee
By:  Dr.  Davinder  Sethi           By:  Joseph  Cygler


/s/ Davinder Sethi                 /s/ Joseph Cygler

I  have read the above Agreement and hereby accept the above award and the terms
and  conditions  of  this  agreement  and I agree to be bound thereby and by the
actions  of  the  Board.

Recipient
By:  Quentin  T.  Kelly


/s/ Quentin T. Kelly


<PAGE>