**Exhibit 10.8**

**EMPLOYMENT AGREEMENT**

**THISEMPLOYMENT AGREEMENT**(the“Agreement”) is entered into December 18, 2006 to be effective as of the 1stday of January, 2007 (the “Effective Date”), by and between the CompensationCommittee independent Board Directors of WorldWater & Power Corp., havingan office at Pennington Business Park, 55 Route 31 South, Pennington, NewJersey 08534 (the “Company”), and Quentin T. Kelly, residing at 117Hopewell-Rocky Hill Road, Hopewell, New Jersey 08525 (the “Employee”).

Inconsideration of the mutual covenants and premises contained herein, theparties hereby agree as follows:

**ARTICLE I EMPLOYMENT**

1.1    Employment Term. The Company herebyagrees to employ the Employee, and the Employee hereby agrees to serve theCompany, on the terms and conditions set forth herein. Unless otherwiseterminated as hereafter provided, the term of this Agreement shall begin onJanuary 1, 2007 and shall continue until the December 31, 2011 (the “Term”).

1.2    Position and Duties. The Companyshall employ Employee as its Chairman and Chief Executive Officer with suchduties as are commensurate with this position and as may reasonably be assignedto Employee by the Company’s Board of Directors from time-to-time, includingoverseeing the Company’s general operations and business activities, developingthe Company’s corporate and strategic plans, formulating overall corporatepolicies and directing the Company’s officers and employees. Employee shallfaithfully perform the duties of his employment and shall devote to theperformance of such duties his full time and attention. Employee may not engagein outside activities that conflict with the duties and responsibilitiesenumerated hereunder or that affect Employee’s ability to perform such dutiesand responsibilities.

1.3    Place of Performance. Employee shallbe employed at the principal offices of the Company located in New Jersey.Employee shall also travel for business purposes and conduct business meetingsand product demonstrations at the Company’s principal offices and other offsitelocations as appropriate.

1.4    Compensation and Related Matters.

(a)           Base Compensation. Inconsideration of the Employee’s services, the Company shall pay the Employee anannual base salary at an annual gross rate of:

(i)            $250,000 for the first year of theTerm (January 1, 2007 through December 31, 2007);

(ii)           For the subsequent four years, theCompensation Committee and the Board of Directors shall determine the baseannual salary but in no case shall it be less than the annual base salary forthe first year.

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The Base Compensation, less applicable withholdings,shall be payable as current salary, in installments not less frequently thanmonthly, and at the same rate for any fraction of a month unexpired at the endof the Term.

(b)           Bonus.

(i)            During each year of the Term, theEmployee shall be entitled to an annual bonus with a target opportunity equalto up to fifty percent (50%) of Employee’s Annual Base Salary, provided thatthe payment and amount of any bonus shall be within the discretion of theCompany’s Board of Directors.

(ii)           Employee shall be entitled to a bonusin an amount to be determined by the Compensation Committee of the Board ofDirectors upon the consummation of a merger, consolidation or businesscombination transaction between the Company and EMCORE Corporation or any ofits affiliates.

(c)         Monthly Allowances. During eachyear of the Term, the Employee shall be entitled to an allowance up to$1,200.00 per month to cover the Employee’s operation and insurance of anautomobile, which the Company shall lease or purchase on behalf of theEmployee, such automobile to be selected by the Employee.

(d)        Expenses. During each year of theTerm, the Employee shall be entitled to receive prompt reimbursement for allreasonable expenses incurred by the Employee in performing services hereunder,including all reasonable expenses of travel and living while away from home,provided that such expenses are incurred and accounted for in accordance withthe policies and procedures as may be established by the Company from time totime.

(e)         Vacations. During the Term, theEmployee shall be entitled to four (4) weeks of paid vacation days in eachcalendar year, and to compensation in respect of earned but unused vacationdays. The Employee shall also be entitled to all paid holidays given by theCompany to its employees.

(f)         Retirement Plans. Subject to the Boardof Directors, the Company may develop and implement a defined benefitretirement plan for all or certain employees of the Company or particularly forthe Employee’s participation, together with a Supplemental Executive RetirementPlan (“SERP”) for the Employee’s benefit.

(g)        Other Benefits. The Employeeshall be entitled to participate in all of the Company’s employee benefit plansand programs in effect during the Term as would by their terms be applicable tothe Employee on no less favorable terms as those provided to any other employeeof the Company, including, without limitation, the Company’s health, life anddisability insurance plans.

(h)        Equity Participation. TheEmployee shall be entitled to receive options to purchase 5,000,000 shares ofthe Company’s common stock pursuant to the Company’s 1999 Stock Option Plan(the “Stock Option Plan”), which options shall vest twenty percent (20%) peryear, with the first twenty percent (20%) vesting immediately upon the grant

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of the options and the remaining options vestingtwenty percent (20%) per year on the annual anniversary of the initial grantdate.

**ARTICLE II TERMINATION OF EMPLOYMENT**

2.1    Termination of Employment. TheEmployee’s employment may terminate prior to the expiration of the Term underthe following circumstances:

(a)           Without Cause. The Company mayterminate Employee’s employment upon giving the Employee six (6) months writtennotice. During the notice period, the Company may, at its sole discretion,relieve Employee of his duties.

(b)           Death. The Employee’semployment shall terminate upon the Employee’s death.

(c)           Disability. Except asotherwise required by law, if, as a result of the Employee’s incapacity due tophysical or mental illness, the Employee shall have been unable to perform hisduties hereunder on a full-time basis for a period of four (4) consecutivemonths, the Employee’s employment may be terminated by the Company followingsuch four (4) month period.

(d)           Cause. The Company mayterminate the Employee’s employment for Cause immediately upon issuing noticeto Employee. For purposes hereof, “Cause” shall mean:

(i)            intentional failure by the Employeeto substantially perform the material duties of the Employee hereunder (otherthan due to disability as defined in 2.1(c));

(ii)           an act of dishonesty, fraud,embezzlement, theft or any other material violation of law;

(iii)          intentional damage to material assetsof the Company;

(iv)          engagement in any competitive activitythat would constitute a breach of this Agreement and/or of the Employee’s dutyof loyalty.

In the event oftermination for Cause pursuant to subsections (i) or (iv) of this Section2.1(d), the Company shall be obligated to provide the Employee with a noticesetting forth claimed acts or omissions forming the basis for the alleged Causeand twenty (20) days to cure such acts or omissions before Cause to terminatethe Employee may be invoked by the Company.

(e)           Voluntary Termination. TheEmployee may voluntarily terminate the Employee’s employment with the Companyupon giving the Company one (1) month’s

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written notice. During the notice period, the Companymay, at its sole discretion, relieve Employee of his duties.

(f)            Good Reason. The Employee mayterminate the Employee’s employment for Good Reason immediately upon issuingnotice to the Company. For purposes hereof, “Good Reason” shall mean theoccurrence of any of the following events without Employee’s prior writtenconsent:

(i)            any diminution in the Employee’sposition, title, authorities or responsibilities or any adverse change in theEmployee’s reporting lines;

(ii)           removal of the Employee from theposition of Chief Executive Officer (CEO) and Chairman of the Board ofDirectors;

(iii)          any relocation of the headquarters ofthe Company greater than 25 miles from its current location;

(iv)          a Change in Control (as definedherein) of the Company; or

(v)           the failure of the Company to paywhen due any amount or provide any benefit when due hereunder or any otherbreach of any of the Company’s material obligations under this Agreement orunder any other plan, program, agreement or arrangement of the Company to whichthe Employee is a party or of which the Employee is a beneficiary, it beingacknowledged that the Company’s obligations to implement a defined benefitretirement plan and SERP are material.

2.2    Date of Termination. For purposes ofthis Agreement, the “Date of Termination” shall be:

(a)           if the Employee’s employment isterminated by the Company pursuant to Section 2.1(a), the date that istwenty-four (24) months after the date that the Company issues written noticeto the Employee, or the date of the end of the Term, whichever is longer;

(b)           if the Employee’s employment isterminated by reason of the Employee’s death pursuant to Section 2.1(b), byreason of Employee’s Disability pursuant to Section 2.1(c), or by the Employeepursuant to Section 2.1(f), the date that is twenty-four (24) months after thedate of death, Disability or that the Employee issues written notice to theCompany, as the case may be, or the date of the end of the Term, whichever islonger;

(c)           if the Employee’s employment isterminated pursuant to 2.1(d), the date specified by the Company; and

(d)           if the Employee’s employment isterminated by the Employee pursuant to Section 2.1(e), the date that is one (1)month after the date the Employee issues written notice to the Company.

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(e)           Effect of Termination ofEmployment. Upon termination of employment in accordance with Section 2.1,the Employee will be entitled to his Base Compensation, benefits and any earnedbut unpaid bonus through the Date of Termination; except in the event oftermination of employment in accordance with Section 2.1(a), 2.1(b), 2.1(c) or2.1(f), in which event the Employee will be entitled to his Base Compensation,benefits, any earned but unpaid bonus through the Date of Termination, pluscontinuing ownership of a whole life insurance policy as currently funded bythe Company with benefits of $1,000,000, and an award of one (1) million sharesof the Company’s common stock as currently capitalized; except further in theevent of termination of employment in accordance with Section 2.1(f)(iv) as aresult of a Change in Control, in which event the Employee will be entitled tohis Base Compensation, benefits and any earned but unpaid bonus through theDate of Termination, plus continuing ownership of a whole life insurance policyas currently funded by the Company with benefits of $1,000,000, and an award ofthree (3) million shares of the Company’s common stock as currently capitalizedand a lump sum payment of $3,000,000. In addition, in the event of terminationof the Employee’s employment in accordance with Section 2.1(a), 2.1(b), 2.1(c)or 2.1(f), the Employee’s stock options that have not yet vested willimmediately vest upon termination. In the event that the law or 1999 StockOption Plan provides otherwise, the Company will immediately issue stockoptions to the Employee in such amount as would bring the total amount of stockoptions issued to Employee to 5,000,000 from the date of execution of thisAgreement to the Date of Termination. In the event of Termination in accordancewith Section 2.1 (a), (b), (c.) pr (f.), the Company may execute a SeparationAgreement with the Employee for continued services and commensuratecompensation.

**ARTICLE III COVENANTS OF THE EMPLOYEE**

3.1    Confidential Information.

(a)           The Company owns and has developedand compiled, and will own, develop and compile, certain proprietary techniquesand confidential information as described below which have great value to itsbusiness (referred to in this Agreement, collectively, as “ConfidentialInformation”). Confidential Information includes not only information disclosedby the Company to Employee, but also information developed or learned byEmployee during the course of, or as a result of; employment hereunder, whichinformation Employee acknowledges is and shall be the sole and exclusiveproperty of the Company. Confidential Information includes all proprietaryinformation that has or could have commercial value or other utility in thebusiness in which the Company is engaged or contemplates engaging, and allproprietary information the unauthorized disclosure of which could bedetrimental to the interests of the Company. Whether or not such information isspecifically labeled as Confidential Information by the Company is notdeterminative. By way of example and without limitation, ConfidentialInformation includes any and all information developed, obtained or owned bythe Company and for its subsidiaries, affiliates or licensees concerning tradesecrets, techniques, know-how (including designs, plans, procedures, processesand research records), software, computer programs, innovations, discoveriesimprovements, research, development, test results, reports, specifications,data, formats, marketing data and plans, business plans, strategies, forecasts,unpublished financial information, orders, agreements and other forms ofdocuments, price and cost information, merchandising opportunities, expansionplans, designs,

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budgets, projections, customer, supplier andsub-contractor identities, characteristics and agreements, and salary, staffingand employment information. Notwithstanding the foregoing, ConfidentialInformation shall not in any event include (A) Employee’s personal knowledgeand know-how which Employee has developed over his career and of which Employeewas aware prior to his employment, or (B) information which (ii) was generallyknown or generally available to the public prior to its disclosure to Employee;(ii) becomes generally known or generally available to the public subsequent todisclosure to Employee through no wrongful act of any person or (iii) whichEmployee is required to disclose by applicable law or regulation (provided thatEmployee provides the Company with prior notice of the contemplated disclosureand reasonably cooperates with the Company, at the Company’s expense, inseeking a protective order or other appropriate protection of suchinformation).

(b)           Employee acknowledges and agrees thatin the performance of his duties hereunder the Company will from time to timedisclose to Employee and entrust Employee with Confidential Information.Employee also acknowledges and agrees that the unauthorized disclosure ofConfidential Information, among other things, may be prejudicial to the Company’sinterests, and an improper disclosure of trade secrets. Employee agrees that beshall not, directly or indirectly, use, make available, sell, disclose orotherwise communicate to any corporation, partnership, individual or otherthird party, other than in the course of his assigned duties and for thebenefit of the Company, any Confidential Information, either during his term ofemployment or thereafter.

(c)           The Employee agrees that upon leavingthe Company’s employ, the Employee shall not take with the Employee anysoftware, computer programs, disks, tapes, research, development, strategies,designs, reports, study, memoranda, books, papers, plans, information, letters,e-mails, or other documents or data reflecting any Confidential Information ofthe Company, its subsidiaries, affiliates or licensees.

(d)           During the Term, Employee willdisclose to the Company all designs, inventions and business strategies orplans developed for the Company, including without limitation any process,operation, product or improvement. Employee agrees that all of the foregoingare and will be the sole and exclusive property of the Company and thatEmployee will at the Company’s request and cost do whatever is necessary tosecure the rights thereto, by patent, copyright or otherwise, to the Company.

3.2    Remedies. The Employee acknowledgesthat any breach of Article III is likely to result in immediate and irreparableharm to the Company for which money damages are likely to be inadequate.Accordingly, the Employee consents the Company’s seeking injunctive and otherappropriate equitable relief upon the institution of proceedings therefor bythe Company in order to protect the Company’s rights hereunder.

3.3    No Conflicting Agreements. Employeerepresents and warrants to the Company that (i) Employee is not a party to orsubject to any other binding covenants, contracts, agreements, arrangements,employee manuals or other writings regarding his employment with any formeremployer, (ii) Employee has the ability and the authority to enter into thisAgreement, (iii) entering into and performing under this Agreement will notviolate any agreement between the Employee and any third party, and (iv) thereexist no obligations to any

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third party that will restrict Employee’s performanceof his duties to the Company under this Agreement.

3.4    Survival. The provisions of thisArticle III shall survive the termination of this Agreement and Employee’s Termof employment.

**ARTICLE IV MISCELLANEOUS**

4.1    Change in Control. For purposes of thisAgreement, a “Change in Control” shall mean any transaction or series oftransactions pursuant to which any person or entity, other than EMCORECorporation or any of its affiliates, in the aggregate acquire(s): (1) capitalstock of the Company possessing the voting power or de facto voting power(other than voting rights accruing only in the event of a default, breach orevent of noncompliance) to elect a majority of the Company’s board of directors(whether by merger, consolidation, reorganization, combination, sale ortransfer of the Company’s capital stock, shareholder or voting agreement,proxy, power of attorney or otherwise), or (2) all or substantially all of theCompany’s assets determined on a consolidated basis; provided that, atransaction shall not constitute a Change in Control unless it also is a “changein the ownership or effective control of” the Company, or a “change in theownership of a substantial portion of the assets” of the Company (in each caseas determined under Section 409A(a)(2)(A)(v) of the Internal Revenue Code of1986, as amended, and any successor statute and under Notice 2005-1, as amendedor supplemented from time to time, or Treasury Regulations or other IRSguidance issued under Section 409A of the Code from time to time); and furtherprovided that.

4.2    Notice. For the purposes of thisAgreement, notices, demands and all other communications provided for in theAgreement shall be in writing and shall be deemed to have been duly given whendelivered by hand or by facsimile or mailed by United States registered mail,return receipt requested, postage prepaid, addressed as follows:
| If to the Employee: |   | Quentin T. Kelly               |
|---------------------|--------|--------------------------------|
|                |   | 117  Hopewell-Rocky Hill Road  |
|                |   | Hopewell, New  Jersey 08525    |
|                |   |                           |
| If to the  Company: |   | WorldWater & Power  Corp.  |
|                |   | Pennington  Business Park      |
|                |   | 55 Route 31  South             |
|                |   | Pennington, New  Jersey 08534  |
|                |   | Attention: Board  of Directors |

 

or to such other address as any party may havefurnished to the other in writing in accordance herewith, except that noticesor change of address shall be effective only upon receipt.

4.3    Modification or Waiver; Entire Agreement.No provision of this Agreement may be modified or waived except in a documentsigned by the Employee and the Company. This Agreement, along with anydocuments incorporated herein by reference,

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constitute the entire agreement between the partiesregarding their employment relationship and supersede all prior agreements,promises, covenants, representations or warranties. No agreements orrepresentations, oral or otherwise, with respect to the subject matter hereofhave been made by either party that are not set forth expressly in thisAgreement.

4.4    Authority. The Company representsthat the person signing this Agreement has been duly authorized by the Board ofDirectors to execute this Agreement and to bind the Company.

4.5    Governing Law. The validity,interpretation, construction, performance, and enforcement of this Agreementshall be governed by the laws of the State of New Jersey without reference toNew Jersey’s choice of law rules. In the event of any dispute, the partiesagree to submit to the jurisdiction of any court sitting in the State of NewJersey.

4.6    Withholding. All payments required tobe made by the Company hereunder to the Employee of the Employee’s estate orbeneficiaries shall be subject to the withholding of such amounts as theCompany may reasonably determine it should withhold pursuant to any applicablelaw.

4.7    Attorney’s Fees. Each party shallbear its own attorney’s fees and costs incurred in any action or disputearising out of this Agreement and/or the employment relationship.

4.8    Enforceability. Each of the covenantsand agreements set forth in this Agreement are separate and independentcovenants, each of which has been separately bargained for and the partieshereto intend that the provisions of each such covenant shall be enforced tothe fullest extent permissible. Should the whole or any part or provision ofany such separate covenant be held or declared invalid, such invalidity shallnot in any way affect the validity of any other such covenant or of any part orprovision of the same covenant not also held or declared invalid. If anycovenant shall be found to be invalid but, would be valid if some part thereofwere deleted or the period or area of application reduced, then such covenantshall apply with such minimum modification as may be necessary to make it validand effective. The failure of either party at any time to require performanceby the other patty of any provision hereunder will in no way affect the right ofthat party thereafter to enforce the same, nor will it affect any other party’sright to enforce the same, or to enforce any of the other provisions in thisAgreement; nor will the waiver by either party of the breach of any provisionhereof be taken or held to be a waiver of any prior or subsequent breach ofsuch provision or as a waiver of the provision itself this Section shallsurvive the termination of this Agreement of the Term.

4.9    Miscellaneous. No right or interestto, or in, any payments shall be assignable by the Employee; provided; however,that this provision shall not preclude the Employee from designating in writingone or more beneficiaries to receive any amount that may be payable after theEmployee’s death and shall not preclude the legal representative or theEmployee’s estate from assigning any right hereunder to the person or personsentitled thereto. If the Employee should die while any amounts would still bepayable to the Employee hereunder, all such amounts shall be paid in accordancewith the terms of this Agreement to the Employee’s written designee or, ifthere be no such designee, to the Employee’s estate. This Agreement shall

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be binding upon and shall inure to the benefit of, andshall be enforceable by, the Employee, the Employee’s heirs and legalrepresentatives and the Company and its successors. The section headings shallnot be taken into account for purposes of the construction of any provision ofthis Agreement.

IN WITNESS WHEREOF, theparties have executed this Agreement effective as of the date and year firstabove written.
| WORLDWATER CORP.                                     |   | EMPLOYEE         |
|------------------------------------------------------|--------|------------------|
|                                                 |   |             |
|                                                 |   |             |
| /s/ Larry L.  Crawford                               |   |             | /s/ Quentin T. Kelly |   |
| By:  Larry  L. Crawford                    |   | Quentin T. Kelly |
| Title:  VP  – Chief Financial Officer |   |             |
|                                                      |        |                  |  |  |

 

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