EXHIBIT 10.1

                         EXECUTIVE EMPLOYMENT AGREEMENT


     THIS  EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered
into  this  25th  day of January, 2008 (the "Commencement Date"), by and between
ENTECH,  Inc.,  a  Delaware  corporation  (hereinafter  called  "ENTECH"  or the
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"Company"),  and  Mark  J.  O'Neill  (hereinafter  called  the  "Executive").
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                            W  I  T  N  E  S  S  E  T  H.

     WHEREAS,  the  Executive  desires  to  enter  into  an executive employment
relationship  with  the  Company;

     WHEREAS,  on  October  29,  2007,  ENTECH, Inc., a Delaware corporation and
predecessor  to  the  Company  ("Original  ENTECH"),  all of the shareholders of
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Original  ENTECH  (the  "Shareholders"), including Executive, WorldWater & Solar
Technologies Corp., a Delaware corporation ("WorldWater"), and WorldWater Merger
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Corp.,  a  Delaware  corporation  ("Merger Corp."), consummated the transactions
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contemplated  by  that certain Agreement and Plan of Merger, dated as of October
29,  2007 (the "Merger Agreement"), pursuant to which Original ENTECH was merged
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with  and  into  Merger  Corp.;

     WHEREAS,  upon  the  closing of the merger of Original ENTECH with and into
Merger  Corp.,  the  name  of  Merger  Corp.  was  changed  to ENTECH, Inc.; and

     WHEREAS,  both the Company and Executive have read and understood the terms
and  provisions  set  forth  in  this Agreement, have been afforded a reasonable
opportunity  to  review this Agreement with their respective advisors and intend
that  this Agreement supersede and replace in their entirety any and all written
or  oral employment or other compensation agreements between Original ENTECH and
Executive,  except  that  Original  ENTECH's agreements with Administaff for the
provision  of  certain  payroll, insurance and retirement benefit administration
services  shall  remain  in  effect together with the accompanying co-employment
agreement  among  Executive,  Original  ENTECH  and  Administaff.

     WHEREAS,  the  Executive  was  the  President and a stockholder of Original
ENTECH,  and,  but  for the Executive's entering into this Agreement, WorldWater
would  not  have  entered  into  the  Merger  Agreement;

     WHEREAS, the Company and the Executive desire that the Executive enter into
an  executive  employment  relationship  with  the  Company  on  the  terms  and
conditions  set  forth  herein.

     NOW,  THEREFORE, in consideration of the mutual promises of each, and other
good  and  valuable  consideration,  the  parties  hereby  covenant and agree as
follows:

<PAGE>
1.     SERVICES  AND  DUTIES

     a.    POSITIONS. The Executive shall serve as President of the Company. The
Executive shall report to the Chief Executive Officer of WorldWater and shall
perform such duties, functions and responsibilities consistent with this
position and as shall be prescribed from time to time by the Chief Executive
Officer of WorldWater or the Board of Directors of the Company (the "Board"),
except that in no circumstances shall the Executive be required to relocate
his residence from Tarrant County, Texas (or any county contiguous thereto).

     b.    DEVOTION OF TIME. During the Employment Period (as defined below)
excluding periods of paid time off and holidays, the Executive shall (i) devote
substantially all of his time, during normal working hours and at such other
times as the Executive's duties may require, to the business and affairs of the
Company, (ii) discharge the responsibilities assigned to the Executive under
this Agreement and (iii) use the Executive's reasonable best efforts to perform
faithfully, effectively and efficiently such responsibilities. During the
Employment Period, it shall not be a violation of this Agreement for the
Executive to (1) serve on corporate, civic or charitable boards or committees,
(2) deliver lectures or fulfill speaking engagements and (3) manage personal
investments, so long as any of the foregoing activities do not materially
interfere with the performance of the Executive's responsibilities in accordance
with this Agreement.

2.     TERM;  CONTINUATION  OF  PRIOR  AGREEMENTS

          a.     Subject  to  Section  4,  the  Company  agrees  to  employ  the
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Executive, and the Executive agrees to be employed by the Company, in accordance
with  the terms of this Agreement, for the period commencing on the Commencement
Date  and  ending  on  the  three year anniversary of the Commencement Date (the
"Original  Term"  and  as  extended or shortened in accordance with the terms of
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this  Agreement,  the  "Employment  Period").  Thereafter,  this Agreement shall
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automatically  renew  for  successive  one  (1)  year  term(s) (each, a "Renewal
                                                                         -------
Term"),  unless  either  party  provides at least sixty (60) days' prior written
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notice of his or its desire not to so renew the then current term (in which case
the  term  shall  expire  without  renewal.

          b.     This Agreement is in addition to that certain co-employment
agreement among Executive, as an Original ENTECH employee, and Administaff,
dated January 6, 1999, and that certain agreement between Original ENTECH and
Administaff for the provision of certain payroll, insurance and retirement
benefit administration services, originally signed January 6, 1999 and subject
to an updated rate schedule effective January 7, 2008 through January 6, 2009
(collectively, the "Prior Agreements"); provided, however, that in the event of
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any conflict between this Agreement and the Prior Agreements, the terms of this
Agreement shall control and the Prior Agreements shall be amended as necessary
to conform to the terms of this Agreement.  The Company, as successor in
interest to Original ENTECH shall be bound by the terms of such Prior
Agreements

<PAGE>

3.     COMPENSATION  AND  RELATED  MATTERS

a.     BASE  SALARY.  During  the Employment Period, the Executive shall receive
an  initial  base  salary  (the "Base Salary") payable by the Company of no less
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than  $16,354.00 per month (i.e., $196,248.80 per annum), payable in immediately
available  funds  as and when the Company regularly pays payroll, but in no
case  less  frequently  than  biweekly.  The  Executive's  Base  Salary shall be
reviewed  periodically and may be adjusted upward, but not downward, as shall be
determined  in  the  sole  discretion  of  the  Board.

b.     BONUS.  The Executive may receive a bonus at any time during the
Employment Period if the Board, in its sole discretion, determines that a bonus
should be paid to the Executive on the basis of the Executive's performance
and/or the Company's performance.

c.     STOCK OPTIONS.  The Executive shall receive an initial grant of 300,000
stock options, vesting 1/3rd simultaneously with the execution of this
Agreement, 1/3rd on the first anniversary and 1/3rd on the second anniversary
according to the terms of the WorldWater 1999 Incentive Stock Option Plan, as
the same may be amended from time to time.

d.     MANAGEMENT INCENTIVE COMPENSATION.  In addition to the other compensation
described in this Section 3, the Company will pay to Executive , as additional
consideration, Incentive Compensation (herein so called), calculated as 0.2% of
Gross Revenues (defined below). Incentive Compensation will be paid until the
accumulated total of such Incentive Compensation paid by the Company to the
Executive equals $1,000,000, after which no additional Incentive Compensation
will be paid pursuant to this Section.

               i.     GROSS  REVENUES. As used herein, the term "Gross Revenues"
shall  mean all gross revenues, determined in accordance with generally accepted
accounting  principles, of the Company, and all gross revenues of WorldWater and
all  affiliates of the Company and WorldWater arising from the sale or licensing
of  products,  services  or  assets  of  the  Company.

               ii.     COMPUTATION  AND  PAYMENT. Incentive Compensation will be
computed  on  a  quarterly  basis, within 30 days after the end of each calendar
quarter. The Company will cause Incentive Compensation in respect of any quarter
to  be  delivered to the Executive within 45 days after the end of such quarter.
Payments  will  be made by certified or cashier's check, payable to the order of
the  Executive,  or  by wire transfer to an account designated by the Executive.
Each  such  payment  shall  be  accompanied  by a report, certified by the Chief
Financial Officer of WorldWater, providing in reasonable detail a summary of the
computation  of  the  Earn-Out  Payment  (which  shall  include a summary of the
components  of  Gross Revenues upon which the payment is based).   Upon request,
but  not  more  than  twice  per  year,  the  Company  and WorldWater will allow
Executive  to  review  the  consolidated financial records of WorldWater and the
Company related to Gross Revenues, at the expense of the Executive, for purposes
of  determining  compliance  with  the  provisions  of  this  Section  3(d).

               iii.     CHANGE  IN  CONDUCT  OF  COMPANY'S  BUSINESS.  It is the
intent  of  the  parties that the Incentive Compensation payable to Executive be
based  on  the  success  of  the business and operations of the Company, as such
business  and  operations  may change following the Closing. Accordingly, if for
any  reason part or all of the business of the Company immediately following the
execution  of  this  Agreement is conducted by any entity other than the Company
(whether  voluntary,  or  involuntary,  by  license,  agreement,  franchise  or
otherwise),  the  provisions  of  this Section 3(d) shall apply to the business,
operations  (and  gross revenues) of such other entity, with the intent that the
Executive  will  be  afforded the full benefit of the provisions of this Section
3(d)  as  these  provisions  would  apply  to such other entity and based on the
assumption  that  Executive  was  employed  by  such  other  entity.

     e.  EXPENSES. During the Employment Period, the Executive shall be entitled
to receive prompt reimbursement for all reasonable business and entertainment
expenses incurred by him in performing services hereunder, provided that the
Executive properly accounts therefor to the Company in accordance with Company's
policy concerning reimbursement of business expenses.

f.     OTHER  BENEFITS.  During  the  Employment  Period, the Executive shall be
entitled  to  participate  in  and shall receive full benefits under the benefit
plans  established  by the Board for the employees and executives of the Company
(including  without  limitation  medical,  dental,  disability  and  group  life
insurance  plans and programs), and all incentive, savings and retirement plans,
practices,  policies  and  programs  applicable  to  other  employees  and
executives of the Company (collectively, the "Company Benefits"), provided, that
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the  Company  Benefits shall be no less favorable in any manner to the Executive
than the benefits provided by Original ENTECH to the Executive immediately prior
to  the  Commencement  Date  (the  "Existing  Original  ENTECH  Benefits"),  a
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description  of  which is set forth on Exhibit A hereto. If the Company Benefits
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are  at  any  time  less  favorable  to the Executive than the Existing Original
ENTECH Benefits, the Company may fulfill its obligations under this Section 3(e)
by  either providing to the Executive or reimbursing the Executive for the costs
of  benefits  no  less  favorable  than  the  Existing Original ENTECH Benefits.

g.     PAID  TIME  OFF  & HOLIDAYS.  During the Employment Period, the Executive
shall  be  entitled  to  reasonable Paid Time Off (PTO) and holidays, consistent
with  his  position  and the Company's vacation policy as determined in the sole
discretion  of  the Board.  The Executive shall be entitled to a minimum of four
(4)  weeks  (160  hours)  of  PTO  and  ten  (10)  days  for holidays during any
employment year without loss or diminution of compensation.  The PTO policies of
the  Company  as determined by the Board in accordance with this Agreement,
shall  apply  to  the Executive, and shall supersede and replace the policies of
Original  ENTECH  in all respects, provided that the Executive will be deemed to
have  served  as of the Commencement Date the same number of years of employment
for  the Company as he previously served as an employee of Original ENTECH.  All
days  of  PTO  shall  accrue  to  the  Executive, and the Executive, at his sole
option,  shall  be  able  to either: (i) carry-forward any unused days that were
earned  during  a  calendar year into the next succeeding calendar year, but not
thereafter, or (ii) as an alternative, Executive may elect to be paid in full on
December  31st  for unused days that he earned during the same calendar year (or
the  days  carried  forward  from the prior year), if Executive provides written
notice  to  the  Company  prior  to  December  15th  of the then current year of
Executive's  election  to  receive  payment  in  lieu  of  carry-forward.

<PAGE>

4.     TERMINATION

          The  Executive's employment hereunder may be terminated by the Company
or  the  Executive  under  the  following  circumstances:


A.     MUTUAL  AGREEMENT.  The  Executive's  employment shall terminate upon the
execution  of  a mutual written agreement between the Executive and the Company.

B.     DEATH.  The  Executive's employment shall terminate upon the death of the
     Executive.

C.     DISABILITY.  The  Company may terminate the Executive's employment if the
     Executive  is  unable to perform his duties on a full-time basis because of
the  Executive's  inability, during the Employment Period, to perform his duties
under  this Agreement, with or without reasonable accommodation, for a period of
more  than one hundred eighty (180) days due to mental or physical incapacity as
determined by a physician selected by the Company or its insurers and reasonably
acceptable  to  the  Executive  or  the  Executive's  legal  representative
("Disability").  In  the  event of a Disability, the Executive's employment with
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the  Company  shall  terminate  effective  on the 30th day after receipt of such
notice  by  the  Executive  so  long  as Executive has not returned to full-time
performance  within  thirty  (30)  days  of  his  receipt  of  such  notice.

D.     TERMINATION  FOR  CAUSE.  The  Company  may  terminate  the  Executive's
employment  for  "Cause."  For  purposes  of  this  Agreement,  "Cause"  means:
                                                                 -----

i.     the  failure  by  the  Executive  to  substantially perform his duties as
outlined  hereunder  or  to  follow the reasonable directions of the Board after
written demand for substantial performance is delivered by the Board and failure
to  substantially  perform  such  duties  or  follow such directions within
thirty  (30)  days  following  receipt  of  such  written  demand;

ii.     the engaging by the Executive in conduct that is materially injurious to
     the  Company,  monetarily  or  otherwise,  including,  without  limitation,
conduct  which  violates  Sections  1(a) or 10(a) of this Agreement, or Sections
7.1,  7.2  or  7.3  of  the  Merger  Agreement,  or any other material breach of
Executive's  post-closing  covenants  and obligations thereunder, and failure to
desist  from  such  conduct after being notified in writing that such conduct is
materially  injurious  to  the  Company;

iii.     the  engaging  by  the  Executive  in  criminal  conduct  or  conduct
constituting  moral  turpitude;  or

iv.     the  engaging  by  the  Executive  in employment practices which violate
federal,  state  or  local  law.

e.     TERMINATION  WITHOUT  CAUSE.  Notwithstanding  any  provisions  of  this
Agreement  to the contrary, the Company may terminate the Executive's employment
Without  Cause.  For purposes of this Agreement, "Without Cause" shall mean
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a  termination by the Company of the Executive's employment for no reason or for
any  reason other than those specified in the foregoing paragraphs (a), (b), (c)
or (d) at any time effective upon delivery of thirty (30) days written notice by
the  Chief  Executive  Officer  of  the  Company  or  the  Board.

<PAGE>

f.     TERMINATION  WITH  "GOOD  REASON."  Notwithstanding any provision of this
Agreement  to the contrary, Executive may terminate his employment hereunder for
Good  Reason,  subject  to the requirement that Executive shall provide the
Company with a minimum of thirty (30) days prior written notice of his intent to
terminate,  except  in the case of nonpayment of compensation hereunder in which
event  Executive  may  terminate on fifteen (15) days prior written notice.  For
purposes  of this Agreement, Executive shall have "Good Reason" to terminate his
employment  hereunder  upon the occurrence, without Executive's written consent,
of  any  of the following:  (i) a failure by the Company to pay to Executive any
amounts  due  under  this  Agreement  in accordance with the terms hereof, which
failure  is  not cured within fifteen (15) days following receipt by the Company
of written notice from Executive of such failure; (ii) any other material breach
by the Company of this Agreement that remains uncured for thirty (30) days after
written notice thereof by Executive to the Company (provided, the mere change or
rearrangement  of the Executive's title, responsibilities or duties shall not be
considered  a  breach  by the Company of this Agreement as long as the Executive
continues  in  a  capacity  as  a  part  of the executive management team of the
Company  following such change); (iii) WorldWater's material breach of Section 2
of  the  Merger Agreement or any other post closing covenants and obligations of
WorldWater  thereunder  or WorldWater's material breach of its obligations under
that certain Registration Rights Agreement, dated of even date herewith, between
WorldWater  and  the  stockholders of Original ENTECH; or (iv) the relocation of
the  Company's principal offices to a location outside Tarrant County, Texas (or
any county contiguous thereto), or a requirement by the Board that the Executive
relocate  the  Executive's  residence, from Tarrant County, Texas (or any county
contiguous  thereto).

g.     VOLUNTARY  RESIGNATION.  The  Executive  may  terminate  this  Agreement
("Voluntary  Resignation"),  effective  upon thirty (30) days' written notice to
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the  Board.

5.     COMPENSATION  AND  PAYMENTS  UPON  TERMINATION

          The Executive shall be entitled to the following compensation from the
Company  (in lieu of all other sums payable to the Executive hereunder) upon the
date  of  termination  of  Executive's  employment  (the  "Termination  Date").
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a.     MUTUAL  AGREEMENT.  If  the  Executive's  employment  is  terminated as a
result  of  mutual agreement, the Company shall pay to Executive the Executive's
Base  Salary through the Termination Date as and when the Company regularly pays
     payroll,  and  the  Company  shall  pay  within  thirty (30) days after the
Termination  Date,  a  lump sum payment for the value of all accrued, earned and
unused benefits under the Company Benefits through the Termination Date, and the
Executive will be entitled to receive any vested pension and retirement benefits
(for all purposes of this Agreement, all such accrued, vested, earned and unpaid
items  through  the  applicable  Termination  Date,  other than Base Salary, are
referred  to  as  the  "Earned  Amounts").
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b.     DEATH.  If the Executive's employment is terminated as a result of death,
the  Company  shall pay the Executive's Base Salary through the Termination
Date  as  and when the Company regularly pays payroll, and the Company shall pay
within  thirty (30) days after the Termination Date the remaining Earned Amounts
to  the  Executive's  estate.

c.      DISABILITY. If the Executive's employment is terminated as a result of
Disability, the Executive will be provided all short and long term disability
benefits to which he may be eligible (if any) in accordance with the Company's
then existing Company Benefits, and the Company shall pay the Executive's Base
Salary through the Termination Date as and when the Company regularly pays
payroll, and the Company shall pay within thirty (30) days after the Termination
Date the remaining Earned Amounts.

d.     WITHOUT  CAUSE; GOOD REASON.  If the Executive's employment is terminated
Without  Cause,  or  if  the  Executive  terminates his employment for Good
Reason  and  Executive is not in material breach of this Agreement or the Merger
Agreement,  and  no  grounds  exist  for  the Company to terminate Executive for
Cause,  the  Company shall pay to the Executive: (i) the Executive's Base Salary
through the Termination Date as and when the Company regularly pays payroll (ii)
the remaining Earned Amounts in a lump sum in cash within thirty (30) days after
the Termination Date; and (iii) beginning on the day after the Termination Date,
and  payable  as and when the Company regularly pays payroll, an amount equal to
the  aggregate  total  of  the  Executive's  then  current  Base Salary as would
otherwise  be  payable  for  the  period  from  the  Termination  Date until the
expiration  of  the  Original  Term  or  the  Renewal  Term  in  effect when the
Termination Date occurs. If the Company fails to make any payment required to be
made  pursuant  to  this Section 5(d) and such failure continues for a period of
three  days  after notice of such failure is provided in writing by Executive to
the  Company,  then  in  such event the Company shall be deemed not to have made
"timely  payments  in full compliance with its obligations under Section 5(d) of
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this  Agreement".

e.     TERMINATION  FOR  CAUSE  OR  WITHOUT  GOOD  REASON.  If  the  Executive's
employment  is  terminated  for Cause or the Executive terminates his employment
without Good Reason, or Executive voluntarily elects to terminate this Agreement
pursuant  to  the  provisions  of  Section  4(g), the Company shall pay the
Executive the Earned Amounts in a lump sum in cash within thirty (30) days after
the  Termination  Date  and the Company shall have no further obligations to the
Executive,  except  as  provided  under  Section  5(f)  below.

f.     EFFECT  OF  TERMINATION/CHANGE  OF CONTROL ON STOCK OPTIONS.  The Options
granted  under  Section 3(c) of this Agreement, and any further grant of options
to purchase WorldWater common stock to the Executive, if any, as approved in the
sole  discretion  of  the  Board,  shall  include  applicable  provisions
pertaining  to  the effect on all such options of the termination of Executive's
employment hereunder.  In addition, the terms of such options shall provide that
vesting of such options shall accelerate upon a change of control of WorldWater.

<PAGE>
6.     NON-DISCLOSURE

a.     CONFIDENTIAL  INFORMATION.  By virtue of his employment with the Company,
Executive  will  have  access  to  confidential,  proprietary,  and  highly
sensitive information relating to the business of the Company and WorldWater and
in  each  case, which is a valuable, competitive and unique asset of the Company
and  of WorldWater ("Confidential Information"), the confidentiality of which is
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essential to each of the Company's and WorldWater's ability to differentiate its
products  and  services.  Such Confidential Information includes all information
which  relates to the business of the Company and of WorldWater, which is or has
been disclosed to Executive orally or in writing by the Company or WorldWater or
obtained  by  virtue  of work performed for the Company or WorldWater, is or was
developed  by  the  Company  or WorldWater, and is not generally available to or
known  by individuals or entities within the industry in which the Company is or
may  become  engaged  or  readily  accessible by independent investigation.  The
Confidential  Information  sought  to be protected includes, without limitation,
information  pertaining  to:  (i)  the  identities of customers and clients with
which or whom the Company or WorldWater does or seeks to do business, as well as
the point of contact persons and decision-makers at these customers and clients,
including  their names, addresses, e-mail addresses and positions; (ii) the past
or  present  purchasing  history and the past and/or current job requirements of
each  past and/or existing customer and client; (iii) the volume of business and
the  nature  of the business relationship between the Company and WorldWater and
their  respective  customers  and clients; (iv) the pricing of the Company's and
WorldWater's  respective  products  and  services, including any deviations from
their  standard  pricing for particular customers and clients; (v) the Company's
and  WorldWater's  business  plans  and strategies, including customer or client
assignments  and  rearrangements,  sales  and  administrative  staff expansions,
marketing  and  sales plans and strategies, proposed adjustments in compensation
of  sales personnel, revenue, expense and profit projections, industry analyses,
and  any  proposed  or  actual  implemented technology changes; (vi) information
regarding  the  Company's and WorldWater's respective employees, including their
identities,  skills, talents, knowledge, experience, and compensation; (vii) the
Company's  and WorldWater's respective financial results and business condition;
and  (viii)  computer  programs  and  software  developed  by the Company and/or
WorldWater  and  tailored  to  the Company's and/or WorldWater's needs by any of
their  employees,  independent  contractors,  consultants  or  vendors;  (ix)
information  relating  to  the Company's and WorldWater's respective architects,
designers,  contractors,  or  persons likely to become architects, designers, or
contractors;  (x)  any  past  or  present  merchandise  or supply sources in the
future;  (xi)  technical  and  non-technical  information  including  patent,
copyright,  trade  secret,  proprietary  information,  methods, ideas, concepts,
designs,  inventions,  know-how,  processes,  software programs, software source
documents  and formulae related to the current, future and proposed products and
services  of  the  Company and/or of WorldWater including research, experimental
work,  development, design details and specifications and engineering, financial
statements,  forecasts, plans (whether business, strategic, marketing or other),
client  lists,  prospective  client lists, sales data, sales analysis, equipment
and  other  assets,  prices,  costs,  sources  of  supplies,  pricing  methods,
personnel, marketing research, and business relationships, whether or not marked
"Confidential"  or  "Proprietary".  Confidential Information may be contained on
the Company's and/or WorldWater's computer network, in computerized documents or
files,  or  in  any  written or printed documents, including any written reports
summarizing  such  information.

<PAGE>

b.   NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. The Executive acknowledges that
the WorldWater's and the Company's Confidential Information will be disclosed to
the Executive throughout his employment with the Company in order to enable
Executive to perform his duties for the Company. The Executive further
acknowledges that, prior to his employment with the Company, Executive was
either unfamiliar with the Company's Confidential Information or Executive
developed such Confidential Information for the benefit of the Company and was
otherwise compensated for such services outside of the terms of this Agreement.
Finally, Executive acknowledges that the unauthorized disclosure of Confidential
Information could place the Company or WorldWater at a competitive disadvantage.
Consequently, the Executive agrees, except in connection with the specific
duties of the Executive in connection with his employment for and on behalf of
the Company under this Agreement: (i) not to use, publish, disclose or divulge,
directly or indirectly, at any time, any Confidential Information for his own
benefit and for the benefit of any person, entity, or corporation other than the
Company or WorldWater, to any person who is not a current employee of the
Company or WorldWater, without the express, written consent of the Company; (ii)
not tA. make copies of Confidential Information without prior written consent of
the Company; (iii) to take reasonable precautions to protect against the
inadvertent disclosure of such Confidential Information or theft or
misappropriation by others; and (iv) not to use such Confidential Information.

c.     Notwithstanding  the  foregoing,  the  confidentiality  and nondisclosure
provisions  contained  herein  with  respect  to any portion of the Confidential
Information  shall  terminate  when  the  Executive  can  document  that  the
Confidential  Information:

i.     was  in  the  public  domain  at the same time it was communicated to the
Executive  by  the  Company;

ii.     entered  the public domain subsequent to the time it was communicated to
the  Executive  by  the  Company  through  no  fault  of  the  Executive;

iii.     was  in the Executive's possession free of any obligation of confidence
at  the  time  it  was  communicated  to  the  Executive  by  the  Company;

iv.     was  rightfully  communicated to the Executive free of any obligation of
confidence  subsequent  to  the time it was communicated to the Executive by the
Company;

v.     was developed by the Executive independently of and without any reference
to  any  information  communicated  to  the  Executive  by  the Company; or

vi.     was  communicated in response to a valid subpoena or order by a court or
by  a  governmental  body,  provided  that  the Executive complies with the
provisions  of  Section  6(e)  below.

<PAGE>
d.     SURVIVAL  OF  EXECUTIVE'S  OBLIGATIONS.  The  Executive  understands  and
agrees  that  his obligations under this Section 6 shall survive the termination
of this Agreement and/or his employment with the Company for a period of two (2)
years  after the last day of the Employment Period regardless of the reason
for  such  termination.  The  Executive  further understands and agrees that his
obligations  under  this  Section 6 are in addition to, and not in limitation or
preemption of, all other obligations of confidentiality which he may have to the
Company  under  general  legal  or  equitable  principles,  or  other  policies
implemented  by  the  Company  and  under  the  Merger  Agreement.

e.     CERTAIN DISCLOSURES. In the event that the Executive receives a
request  to  disclose  all or any part of the Confidential Information under the
terms  of  a  subpoena or order issued by a court or by a governmental body, the
Executive  agrees (i) to notify the Company immediately of the existence, terms,
and  circumstances surrounding such request, (ii) to consult with the Company on
the  advisability  of  taking  legal  available  steps  to resist or narrow such
request  with  the  Company  bearing  the  responsibility  for  payment for such
possible  legal  steps;  and,  and  (iii)  if  disclosure  of  such Confidential
Information  is required to prevent the Executive from being held in contempt or
subject  to  other  penalty,  to  furnish  only such portion of the Confidential
Information  as,  in  the opinion of counsel to the Executive, and/or counsel to
the  Company,  it  is  legally  compelled  to  disclose and to exercise its best
efforts  to  obtain  an  order  or  other  reliable  assurance that confidential
treatment  will  be  accorded  to  the  disclosed  Confidential  Information.

7.     RETURN  OF  COMPANY  PROPERTY

          The  Executive acknowledges that all memoranda, notes, correspondence,
databases,  computer  discs,  computer  files,  computer  equipment  and/or
accessories,  pagers,  telephones,  passwords  or  pass codes, records, reports,
manuals,  books, papers, letters, CD Roms, keys, Internet database access codes,
client  profile data, job orders, client and customer lists, contracts, software
programs,  information  and records, drafts of instructions, guides and manuals,
and  other  documentation  (whether  in  draft  or final form), and other sales,
financial  or  technological information relating to the Company's business, and
any  and  all  other  documents containing Confidential Information furnished to
Executive  by  any  representative  of  the  Company  or  otherwise  acquired or
developed  by him with Company funds in connection with his association with the
Company (collectively, "Recipient Materials") shall at all times be the property
of  the  Company.  Within  five  (5)  business  days  of  the termination of his
employment  for  any  reason, Executive will return to the Company any Recipient
Materials  which  are  in  his  possession,  custody  or  control.

8.     NON-SOLICITATION  OF  CUSTOMERS/CLIENTS

a.     ACCESS  TO  CONFIDENTIAL  INFORMATION.  Executive  acknowledges  that the
special  relationship  of trust and confidence between him, the Company, and its
clients  and  customers  creates  a  high  risk and opportunity for Executive to
misappropriate  the  relationship  and goodwill existing between the Company and
its clients and customers.  Executive further acknowledges and agrees that it is
fair  and  reasonable  for the Company to take steps to protect itself from
the  risk of such misappropriation.  Executive further acknowledges that, at the
outset  of his employment with the Company and/or throughout his employment with
the  Company, Executive has been or will be provided with access to and informed
of the Company's Confidential Information, which will enable him to benefit from
the  Company's  goodwill  and  know-how.

<PAGE>
B.     INEVITABLE  DISCLOSURE.  During  the  period in which the non-competition
covenant  in  Section  10  hereof  is applicable to the Executive, the Executive
acknowledges  that  it would be inevitable in the performance of his duties as a
director,  officer,  employee,  investor,  agent  or  consultant  of any person,
association,  entity, or company that competes with the Company, or that intends
to  or  may  compete with the Company, to disclose and/or use the Company's
Confidential  Information,  as  well as to misappropriate the Company's goodwill
and  know-how,  to or for the benefit of such other person, association, entity,
or  company.  Executive also acknowledges that, in exchange for the execution of
the  non-solicitation  restriction  set  forth  in Section 8(c), he has received
substantial,  valuable  consideration,  including the consideration set forth in
Sections  3  and  5  above.  The  parties  acknowledge that, notwithstanding the
provisions of this Section 8 (b), the Executive's performance of any duties as a
director,  officer,  employee,  investor,  agent  or  consultant  of any person,
association, entity, or company that competes with the Company, or which intends
to  or  may  compete  with  the  Company,  outside  of  the  period in which the
non-competition  covenant  in  Section  10 hereof is applicable to the Executive
shall  not  inevitably  result  in  the  disclosure  and/or  use  the  Company's
Confidential  Information  or the misappropriation of the Company's goodwill and
know-how,  to  or  for the benefit of such other person, association, entity, or
company.  Executive  further  acknowledges  and  agrees  that this consideration
constitutes  fair  and  adequate  consideration  for  the  execution  of  the
non-solicitation  restriction  set  forth  in  this  Section  8.

c.     NON-SOLICITATION OF CUSTOMERS.  Ancillary to the enforceable promises set
forth  in  this  Agreement,  including,  without  limitation,  the promises
contained  in  Sections  3,  6  and 7, as well as to protect the vital interests
described in those Sections and the value of the Company's business purchased by
WorldWater  on  the  Commencement  Date  from  Executive  as  one of the selling
stockholders,  the  Executive  agrees that, (i) during the Employment Period and
the  time  thereafter during which the Company is making timely payments in full
compliance  with its obligations under Section 5(d) of this Agreement or (ii) if
                                       ------------
the  Executive's  employment is terminated for Cause or the Executive terminates
his  employment  without  Good  Reason,  for a period of twenty four (24) months
following the last day of the Employment Period, Executive will not, without the
prior  written  consent of the Company, directly or indirectly, alone or for his
own account, or as owner, partner, investor, member, trustee, officer, director,
shareholder, employee, consultant, distributor, advisor, representative or agent
of  any  partnership,  joint  venture,  corporation,  trust,  or  other business
organization or entity, (i) contact, solicit sales of, or sell, deliver or place
any  product,  service  or  system  of  the  kind  and character sold, provided,
distributed  or  placed  by  Executive  on  behalf of the Company to any person,
association, corporation or other business organization or entity that Executive
contacted,  solicited,  called  upon,  or  served, or that he directed others to
solicit, call upon, or serve, on behalf of the Company, during his employment at
the  Company;  or  (ii)  contact,  solicit,  or  seek  to divert the business or
patronage  of  any  person,  association,  corporation,  or  other  business
organization  or  entity  with whom or which Executive had business relations on
behalf of the Company or with whom or which he met or communicated, or with whom
or  which he directed others to meet or communicate, for the purpose of offering
to  sell  or  place or soliciting for sale or placement any product, service, or
system of the kind and character sold, provided or distributed by him, on behalf
of  the  Company,  during  his  employment  at  the  Company.

<PAGE>
d.     BREACH.  If  Executive is found to have violated any of the provisions of
this Section, Executive agrees that the restrictive period of each covenant
so  violated  shall  be extended by a period of time equal to the period of such
violation by him.  Executive understands that his obligations under this Section
shall  survive  the termination of his employment with the Company and shall not
be  assignable  by  him.

9.     NON-SOLICITATION  OF  EMPLOYEES  AND  CONSULTANTS

     Executive acknowledges that, as part of his employment or association with
the Company, he will become familiar with the salary, pay scale, capabilities,
experiences, skill and desires of the Company's employees. In order to protect
the confidentiality of such information, as well as to protect the value of the
Company's business purchased by WorldWater on the Commencement Date from
Executive as one of the selling stockholders, the Executive agrees that, (i)
during the Employment Period and the time thereafter during which the Company is
making timely payments in full compliance with its obligations under Section
5(d) of this Agreement or (ii) if the Executive's employment is terminated for
Cause or the Executive terminates his employment without Good Reason, for a
period of twenty four (24) months following the last day of the Employment
Period, Executive shall not recruit, hire, solicit, or attempt to recruit,
hire or solicit, directly or by assisting others, any other employees or
consultants employed by or associated with the Company, nor shall he contact
or communicate with any other employees or consultants of the Company for the
purpose of inducing other employees or consultants to terminate their employment
or association with the Company. For purposes of this covenant, "other employees
or consultants" shall refer to permanent employees, temporary employees, or
consultants who were employed by, doing business with, or associated with the
Company within six (6) months of the time of the attempted recruiting, hiring or
solicitation. The Executive's obligations under this Section 9 shall survive the
termination of this Agreement and the Executive's employment with the Company.

10.     RESTRICTIONS  ON  COMPETITIVE  EMPLOYMENT

a.      COVENANT OF THE EXECUTIVE. In consideration of the Company's entering
into this Agreement, the Company's agreement to provide the Executive with
Confidential Information and specialized training, and the Company's agreement
to provide the Base Salary and other benefits to the Executive, the receipt and
sufficiency of which are hereby acknowledged by the Executive, the Executive
covenants as follows:

             i.  during the Employment Period and the time thereafter during
which the Company is making timely payments in full compliance with its
obligations under Section 5(d) of this Agreement, the Executive will not,
                  ------------
directly or indirectly, participate in the ownership, management, operation,
financing or control of, or be employed by or consult for or otherwise render
services to, any person, corporation, firm or other entity that is engaged in a
Competing Business (as defined below) within the Restricted Territory (as
defined below), nor shall the Executive engage in any such other activities
that conflict with the Executive's obligations to the Company. Notwithstanding
the foregoing, the Executive is permitted to own up to five percent (5%) of any
class of securities of any corporation that is traded on a national securities
exchange.

<PAGE>
            ii. if the Executive's employment is terminated for Cause or the
Executive terminates his employment without Good Reason, for a period of twenty
four (24) months following the Employment Period, the Executive will not,
directly or indirectly (a) engage in a Competing Business within the Restricted
Territory, or (b) participate in the ownership, management, operation, financing
or control of, or be employed by or consult for or otherwise render services to,
any person, corporation, firm or other entity that is engaged in a Competing
Business within the Restricted Territory, or (c) undertake planning for or
organization of any Competing Business or conspire with agents, employees,
consultants, or other representatives of the Company for the purpose of
organizing any such Competing Business. Notwithstanding the foregoing, the
Executive is permitted to own up to five percent (5%) of any class of securities
of any corporation that is traded on a national securities exchange.

b.     REFERENCES  TO  COMPANY.  All references to the Company set forth in this
Section  10  shall be deemed to include all subsidiaries or other entities which
are  controlled  by,  or  under  common  control  with,  the  Company.

c.     DEFINED TERMS. For purposes of this section, "Restricted Territory" shall
mean within a fifty (50) mile radius of any city in which the Company has
provided and currently provides or intends to provide its products or services.
For purposes of this section, the term "Competing Business" shall mean any
business which (1) designs, develops, markets or operates any concentrating
solar technology or collimating tubular skylight technology that competes with
the Company's solar technology; (ii) designs, develops or markets any
concentrating solar technology or collimating tubular skylight technology
related to, or similar to the Company's solar technology; (iii) conducts
business activities related to or similar to the Company business (or its
affiliates) as conducted or as proposed to be conducted.

11.     REASONABLE  RESTRICTIONS

     The Executive agrees that the restrictions set forth above are ancillary to
an  otherwise  enforceable  agreement,  is  supported  by  independent  valuable
consideration, and that the limitations as to time, geographical area, and scope
of  activity  to  be  restrained by Sections 6, 7, 8, 9 or 10 are reasonable and
acceptable, and do not impose any greater restraint than is reasonably necessary
to  protect  the goodwill and other business interests of the Company. Executive
agrees that if, at some later date, a court of competent jurisdiction determines
that  any  of  the restrictive covenants set forth in this Agreement do not meet
the  applicable  requirements under Texas law, such restrictive covenants may be
reformed  by  the court and enforced to the maximum extent permitted under Texas
law.

<PAGE>
12.    REMEDIES

In  the  event  that  the  Executive violates any of the provisions set forth in
Sections  6,  7,  8, 9 or 10 of this Agreement, he acknowledges that the Company
and  WorldWater  will  suffer  immediate  and  irreparable  harm which cannot be
accurately  calculated  in  monetary  damages.  Consequently,  the  Executive
acknowledges  and  agrees  that  the Company shall be entitled to seek immediate
injunctive  relief, either by temporary or permanent injunction, to prevent such
a  violation.  Executive  further  acknowledges  and  agrees that any injunctive
relief  shall  be  in addition to any other legal or equitable relief, including
monetary  damages, to which the Company would be entitled. In the event that the
Company  fails  to  make timely payments in full compliance with its obligations
under  Section  5(d)  of this Agreement, the Executive shall, in addition to any
other  legal  or  equitable  relief,  including  monetary  damages, to which the
Executive  would be entitled, automatically and without any further action being
required  on  the  part  of  Executive  be  released  from  the  obligations and
restrictions  set  forth  in  Sections  7,  8,  9,  10 and 13 of this Agreement.

13.   INVENTIONS,  IDEAS/PATENTABLE  INVENTIONS

     a.    INVENTIONS. Any discovery, invention, design, improvement, concept or
other intellectual properties, either patentable or not, made, developed or
conceived by the Executive during the Employment Period and the time thereafter
during which the Company is making timely payments in full compliance with its
obligations under Section 5(d) of this Agreement, which relate to the business
in which the Company is engaged at the time of termination of Executive's
employment with the Company, and which may or may not also constitute
Confidential Information (the "Inventions"), shall be the exclusive property of
the Company and its successors.

     b.    DISCLOSURE TO THE COMPANY. The Executive agrees to disclose promptly,
in writing, if so requested, to the Company, any Inventions that the Executive
may make, develop or conceive during the Employment Period and the time
thereafter during which the Company is making timely payments in full compliance
with its obligations under Section 5(d) of this Agreement.

     c.    WORK FOR HIRE. The Executive agrees that the Inventions shall be
deemed "work made for hire" and hereby assigns, and agrees to assign, to the
Company all the Executive's rights, title and interest in any such Inventions,
whether or not during the term of this Agreement such Inventions may be reduced
to practice, and to execute all patent applications, copyright applications,
assignments and other documents, and to take all other steps necessary (but all
at the Company's expense), to vest in the Company the entire right, title and
interest in and to those Inventions and in and to any patents or copyrights
obtainable therefor in the United States and in foreign countries.

     d.    OBLIGATION TO ASSIGN INVENTIONS TO THE COMPANY. The Executive shall
not be obligated to assign to the Company any Invention made by him during or
after the Employment Period and the time thereafter during which the Company is
making timely payments in full compliance with its obligations under Section 5
(d) of this Agreement which does not relate to any business or activities in
which the Company or WorldWater is or may become engaged, except that the
Executive is so obligated if the same relates to or is based on Confidential
Information to which the Executive shall have had access during and by virtue
of his employment or arises out of work assigned to him by the Company.

<PAGE>

14.   SUCCESSORS;  BINDING  AGREEMENT

This  Agreement shall be binding upon, and inure to the benefit of, the Company,
WorldWater,  the  Executive,  and their respective successors, assigns, personal
and  legal  representatives,  executors,  administrators,  heirs,  distributees,
devisees,  and  legatees, as applicable.  Without limiting the generality of the
foregoing,  the  Company  may assign this Agreement (or the same may remain with
the  Company  as  a  subsidiary of a larger institution), without the consent of
Executive,  with  such assignee being required to perform the obligations of the
Company  hereunder,  to  any  successor  of  the  Company.

15.    COMPLETE  AGREEMENT

This Agreement sets forth the entire agreement between the Company and Executive
concerning  the  subject matter hereof, and supersedes all prior written or oral
understandings  among  or  between  the  Executive  and  Original  ENTECH  and
WorldWater.

16.    NOTICE

For  purposes  of  this Agreement, notices and all other communications provided
for  in  the Agreement shall be in writing and shall be deemed to have been duly
given when (i) delivered personally; (ii) sent by telecopy or similar electronic
device  and  confirmed;  (iii)  delivered  by overnight express; or (iv) sent by
registered  or  certified  mail,  postage  prepaid,  addressed  as  follows:

If  to  the  Executive:

Mark J. O'Neill
812 Belinda Drive
Keller, TX   76248
Telecopy:   N/A (Please send via e-mail instead to
markjoneill@markoneill.com, with delivery receipt
request and read receipt request to verify delivery)


with  a  copy  (which  shall  not  constitute  notice)  to:

Hallett & Perrin, P.C.
2001 Bryan Street
Suite 3900
Dallas, Texas 75201
Attention:  Tim R. Vaughan, Esq.

<PAGE>
          IF  TO  THE  COMPANY:

ENTECH, Inc.
c/o Worldwater and Solar Technologies Corp.
200 Ludlow Drive
Ewing, NJ 08638
Attn:  Quentin T. Kelly
Telecopy:  609.818.0720

with  a  copy  (which  shall  not  constitute  notice)  to:

Salvo, Landau, Gruen & Rogers
510 Township Line Road, Suite 150
Blue Bell, Pennsylvania 19422
Attn:  Stephen A. Salvo, Esq.
Telecopy:  (215) 653-0383

OR TO SUCH OTHER ADDRESS AS ANY PARTY MAY HAVE FURNISHED TO THE OTHER IN WRITING
IN  ACCORDANCE  HEREWITH,  EXCEPT  THAT  NOTICES  OF  CHANGE OF ADDRESS SHALL BE
EFFECTIVE  ONLY  UPON  RECEIPT.

17.   MISCELLANEOUS

No  provision  of  this  Agreement may be modified, waived, or discharged unless
such  waiver,  modification,  or discharge is agreed to in writing signed by the
Executive  and  the Company.  No waiver by either party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at  the  same  or  at  any  prior  or  subsequent  time.  No  agreements  or
representations,  oral  or  otherwise,  express  or implied, with respect to the
subject  matter  hereof  have  been made by either party which are not set forth
expressly  in  this  Agreement.

18.   GOVERNING  LAW;  VENUE

This Agreement shall be governed by and construed in accordance with the laws of
the  State  of  Texas, U.S.A. and its validity, construction, interpretation and
legal  effect  shall  be  governed  by  the  laws  of the State of Texas, U.S.A.
applicable to contracts entered into and performed entirely therein. The parties
hereby  agree  that  any  dispute  which  may  arise  between  or  among them in
connection  with  this  Agreement shall be adjudicated before a court located in
Fort Worth, Texas, and they hereby submit to the exclusive personal jurisdiction
of  the  courts  of  the  State of Texas located in Fort Worth, Texas and of the
Federal  District  Courts  in  or for disputes arising in Fort Worth, Texas with
respect  to  any  action or legal proceeding commenced by any party. Each of the
parties  irrevocably  waives,  to  the  fullest  extent  permitted  by  law, any
objection  which  it may now or hereafter have to the laying of the venue of any
such  proceeding  brought in such a court and any claim that any such proceeding
brought  in such a court has been brought in an inconvenient forum.  Each of the
parties  hereby  consents  to the service of process in any such action or legal
proceeding  on  any  party  anywhere  in  the  world.

<PAGE>
19.    ATTORNEY  FEES

All  legal  fees  and  costs  incurred  in connection with the resolution of any
dispute or controversy under or in connection with this Agreement shall be borne
by  the  non-prevailing  party.

20.    COUNTERPARTS

This  Agreement  may be executed in several counterparts, each of which shall be
deemed  to be an original, but all of which together will constitute one and the
same  agreement.

21.    VOLUNTARY  AGREEMENT

The  parties  acknowledge  that  each  has had an opportunity to consult with an
attorney  or  other  counselor  concerning  the  meaning,  import,  and  legal
significance  of  this Agreement, and each has read this Agreement, as signified
by  their  respective  signatures  hereto, and each is voluntarily executing the
same  after,  if  sought,  advice  of counsel for the purposes and consideration
herein  expressed.

                            [SIGNATURE PAGE FOLLOWS]
<PAGE>


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

     COMPANY:

     ENTECH,  INC.


     By:     /s/  W.  J.  Hesse
          ----------------------------------
     Name:     W.  J.  Hesse
     Title:    Chief  Executive  Officer


     EXECUTIVE:


           /s/  Mark  J.  O'Neill
     ----------------------------------
     Name:    Mark  J.  O'Neill

<PAGE>


                                   EXHIBIT A
                                   ---------


                                COMPANY BENEFITS

                       EXISTING ORIGINAL ENTECH BENEFITS
                       ---------------------------------

The Employee Benefit Plan for Company (ENTECH) employees is provided by
Administaff Companies, Inc., under a service agreement with Company that has
been referenced in earlier sections. The summary of all the benefits is provided
in the Disclosure Schedule provided by ENTECH to WorldWater as part of the
pre-closing documents related to the merger of ENTECH and WorldWater. Details of
the Administaff agreement are provided in Schedule 3.21 (j) of the Disclosure
Schedules.

Adminstaff provides health insurance, dental insurance, life insurance, and a
401k retirement plan for Company employees with the individual employee
selecting his or her contribution rate for the plan. Under a safe-harbor
provision, the Company matches this employee contributions 100% for the first 3%
of the employee's compensation, and 50% for the next 2% of the employee's
compensation, for a total maximum match of 4% of the individual employee's
compensation. This pension/retirement plan provided through Administaff has been
the complete and total pension/retirement provided by Company.

For health and dental benefits, Company has historically paid 82% of the total
cost and the employees have paid 18% of the total cost, resulting in the
employee monthly contributions shown in Schedule B of Schedule 3.21(j) of the
Disclosure Statements.

As part of the Employment Agreements provided in Exhibits D-l to D-5 of the
Merger Agreement, Purchaser agrees that the Administaff benefits plan will be
continued without interruption.

The Administaff plan is negotiated annually. The current effective date is
January 07, 2008 to January 06, 2009.

For employees with 10 years of service, including the employee covered by this
employment agreement, the Company also provides 20 days of Paid Time Off (PTO)
per year. The Company also provides 10 paid holidays per year.