**Exhibit 10.9**

EXECUTIVEEMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENTAGREEMENT (the “Agreement”) entered into December 18, 2006 to take effect as ofJanuary 1, 2007 by the Compensation Committee of independent Board Directors ofWORLDWATER & POWER CORP. a Delaware corporation with offices at 55 Route 31So., Pennington NJ 08534 (the “Company”), and Douglas Washington, residing at6454 Willow Lane, Dallas, Texas (the “Executive”).

**Background**

The Company desires toobtain the services of the Executive as Executive Vice President of GlobalBusiness Development, Marketing and Sales, and the Executive is willing torender such services, in accordance with the terms hereinafter set forth; and

The Company, byappropriate action, has authorized the employment of the Executive as providedfor in this Agreement.

NOW THEREFORE, inconsideration of the respective agreements of the parties contained herein, itis agreed as follows:

1. Term. Theinitial term (the “Initial Term”) of this Agreement shall commence as of the effectivedate hereof and shall end three (3) years thereafter. Unless terminated ashereinafter provided, this Agreement shall continue from year to yearthereafter (each such period, a “Renewal Term”) on the same terms andconditions as in the Initial Term, subject to adjustments as herein provided(the “Employment Term”).

2. Employment.

(a)                     TheExecutive will be employed as Executive Vice President – Global BusinessDevelopment, Marketing and Sales and will perform the duties, undertake theresponsibilities and exercise the authority customarily performed, undertakenand exercised by Persons situated in a similar executive capacity, and asdirected by the Company.

Executive will report directly to the CEO ofWorldWater & Power Corp.

(b)                    Excludingperiods of a vacation and sick leave to which the Executive is entitled, theExecutive agrees during the Employment Term to devote substantially all of hisbusiness time to the business and affairs of the Company and to the duties andresponsibilities assigned to the Executive hereunder by the Company. TheExecutive may (i) serve on civic or charitable boards or

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committees; and (ii) manage personal investments andnon-competing family businesses; so long as any such activities do notinterfere with the performance of the Executive’s responsibilities hereunder.Executive shall use his best efforts to discharge the responsibilities of hisoffice and position as set forth herein.

3. Base Salary.The Company agrees to pay or cause to be paid to the Executive during theEmployment Term a base salary at the initial rate of $160,000 per annum(hereinafter referred to as the “Base Salary”). Such Base Salary shall bepayable in accordance with the Company’s standard payroll schedule. Such rateof salary, or increased rate of salary, as the case may be, shall be reviewedperiodically and at least annually by the Company in order to reflect changingconditions of the Company, particularly with respect to the Executive’scontributions thereto.

4. Bonuses. Duringeach year of the Term, the Executive shall be entitled to an annual bonus witha target opportunity equal to up to forty percent (40%) of Executive’s AnnualBase Salary, provided that the payment and amount of any bonus shall be withinthe discretion of the Company’s Board of Directors.

5. Stock Options.The Executive shall be entitled to receive options to purchase 600,000 sharesof the Company common stock, inclusive of current share vestings, pursuant tothe Company’s 1999 Stock Option Plan, which options shall vest monthly overthree years, or 16,666 per month. The option exercise price for the shares willbe the price of the stock on the day granted to the Executive.

6. Employee Benefits.The Executive shall be entitled to participate in all employee benefit plans,practices and programs maintained by the Company and made available toemployees generally including, without limitation, all pension, retirement,profit sharing, savings, medical, hospitalization, disability, dental, life ortravel accident insurance benefit plans which the Company may have in effectnow or in the future. The Executive’s participation in such plans, practicesand programs shall be on the same basis and terms as are applicable toemployees of the Company generally.

Executive shall receive amonthly car allowance enabling the lease or purchase of a standard automobileand its operation, including insurance, maintenance and gasoline for businessuse.

Executive is entitled tothree weeks vacation annually with any unused vacation carried in the followingyear.

7. Executive Benefits.The Executive shall be entitled to participate in all executive benefit orincentive compensation plans now maintained or hereafter established by theCompany for the purpose of providing compensation and/or benefits to executivesof the Company and any supplemental retirement, salary continuation, stockoption, deferred compensation, supplemental medical or life insurance or otherbonus or incentive compensation plans. Unless otherwise understood by theParties, the

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Executive’s participation in such plans shall be onthe same basis and terms as other similarly situated executives of the Company.No additional compensation provided under any of such plans shall be deemed tomodify or otherwise affect the terms of this Agreement or any of the Executive’sentitlements hereunder.

8. Reimbursementof Expenses. The Executive is authorized to incur expenses reasonablynecessary (consistent with a policy to be established by the Company) to carryout his duties under this Agreement. The Company will reimburse the Executivefor all such expenses upon receipt of an itemized account of such expenditures,which shall be in accordance with the usual practices of the Company and inaccordance with the annual budget prepared from time to time by the Company.

WorldWater will pay up to$2000 of documented expens per month for Executive’s costs to travel to NewJersey from Dallas, Texas.

9. Termination ofEmployment. In the event of the death of the Executive or if the Executiveis permanently disabled or incapacitated and as a result thereof is andcontinues to be for a period of ninety (90) days unable to perform his dutieshereunder as determined by mutual agreement of the Executive and the Companybut if no such agreement is reached, as determined (i) by a mutually selectedPerson who is an expert in the type of disability claimed whose determinationshall be final and binding or (ii) if no such Person is selected, by anarbitrator selected pursuant to the commercial arbitration rules of theAmerican Arbitration Association the Executive or, in the event of theExecutive’s death, the Executive’s estate, shall be entitled to receive:

All amounts earned or accrued hereunder through thedate of termination (the “Termination Date”), but not paid as of theTermination Date, including:

(i)                        BaseSalary (reduced by the amount of payments received by Executive pursuant to theCompany’s disability insurance program, if any);

(ii)                     Reimbursementfor any and all monies advanced or expenses incurred in connection with theExecutive’s employment for reasonable and necessary expenses incurred by theExecutive on behalf of the Company for the period ending on the TerminationDate;

(iii)                  Accrued and unpaid vacation pay;

(iv)                 Anybonuses or incentive compensation earned through the Termination Date, or towhich Executive is entitled in connection with his employment through theTermination Date; and

(v)                    Anyprevious compensation which the Executive has

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previously deferred (including any interest earned orcredited thereon) (collectively, “Accrued Compensation”).

10. Termination forCause, Voluntary Termination or Buy-Sell Event. If the Executive’semployment is terminated by the Company for Cause (as herein defined), by theExecutive or as a result of the sale of his equity interests in the Company,the Executive shall be entitled to receive Accrued Compensation and all otherobligations of the Company under this Agreement shall cease. For purposes ofthis Agreement, the term “Cause” shall mean that the Employee shall have (i)committed any act of fraud, embezzlement or theft in connection with his dutieshereunder, (ii) committed any intentional act that has a material adverseimpact on the Company or its affiliates, (iii) engaged in any gross misconduct,or (iv) breached in any material respect the material provisions of paragraph 9or 10 of this Agreement.

11. Date ofTermination. For purposes of this Agreement, the “Date of Termination”shall be:

(a)                     Ifthe Executive’s employment is terminated by the Company because of Death orDisability or Without Cause, that date is 12 months from the day of the eventof Death or Disability or issuance of termination Without Cause.

(b)                    Ifthe Executive’s employment is terminated for Cause, that date is the datespecified by the Company.

(c)                     Ifthe Executive’s employment is terminated voluntarily by the Executive, thatdate is one (1) month after the date the Executive issues written notice to theCompany.

11. Non-Competition;Confidentiality.

(a)                     Inthe event Executive is terminated for “Cause” or Executive voluntarilyterminates this Agreement, for a period expiring the later of two (2) yearsafter the termination of this Agreement, Executive shall not engage in any ofthe following activities:

(i)                       Engagein Competitive Activities. Own, manage, operate, engage in, serve as anadvisor or consultant for, control, or otherwise participate in any businessthat is or shall be competitive with any of those business activities that haveconstituted part of the Company’s business at any time during the past 12months from the date hereof, nor shall Executive assist any Person that shallbe engaged in any such business activities, including making available anyinformation or funding to any such Person, or be involved as a stockholder, partner,member, guarantor, or other

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holder of an interest in any Person engaging in anysuch activities;

(ii)                    SolicitEmployees. Solicit to employ any employee of the Company or any affiliatethereof while such Person is employed by any of them;

(iii)                 Interfere with Contracts.Either on its own account or for any other Person, solicit, induce, attempt toinduce with, or endeavor to cause any Person (including without limitation anybroker, customer, governmental authority, subcontractor, or supplier) to modify,amend, terminate, or otherwise alter any contract or arrangement that suchPerson has with the Company or any affiliate thereof with respect to thebusiness of the Company; and

(iv)                AssistCompetitors. Make any statement or perform any act intended to advance aninterest of any existing or prospective competitor of the Company, anyaffiliate thereof with respect to the business of the Company, or encourage anyother Person to make any such statement or to perform any such act.

(b)                    Fora period expiring two (2) years after the termination of this Agreement for anyreason, Executive agrees to keep confidential any and all confidential andnon-public Company documents, trade secrets and other information including,but not limited to, patent work, engineering drawings, product designs,research and development results, client lists, pricing strategy, product costdata, proprietary technical information, corporate policies and procedures, andcorporate marketing and financial plans and strategies. In the event of thetermination of Executive’s employment for any reason, all documents inExecutive’s possession related to any of the items described in this paragraphshall be returned to the Company.

(c)                     Ifa court of competent jurisdiction determines that the provisions of thisParagraph 9 are partially or wholly inoperative, invalid or unenforceable in aparticular case because of their duration, geographical scope, restrictedactivity, or other parameter, such court may reform such duration, geographicalscope, restricted activity or other parameter with respect to such case topermit enforcement of such reformed provision to the greatest extent allowable.

11. Company Property.Executive agrees that any and all development techniques

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or other products or processes relating to the Company’sbusiness which the Executive may create, make, discover, introduce or inventwhile retained by the Company hereunder, shall belong to and be the soleproperty of the Company. Executive agrees promptly and fully to disclose thesame to the Company and to assign all rights thereto to the Companyimmediately.

12. Injunctive Relief.The Employee agrees that the remedy at law for any breach of the provisions ofParagraphs 9 and 10 hereof will be inadequate and that the Company shall beentitled to injunctive relief in addition to any other remedy it may have.

13. Survival. Theparties hereby agree that the provisions of Paragraphs 6, 7, 8, 9, 10 and 11hereof and of Paragraphs 13 and 14 shall survive the termination of this Agreement.Any compensation, bonuses and benefits that have been earned prior to thetermination date of this Agreement in accordance with the provision of thisAgreement or any compensation or benefit plan shall be payable or providedthereafter in accordance with the original terms for payment of suchcompensation or bonus or provision of such benefits in accordance with theprovision of this Agreement or any such compensation or benefit plan.

14. Successors andAssigns.

(a)                     ThisAgreement shall be binding upon and shall inure to the benefit of the Company,its successors and assigns and the Company shall require any successor orassign to expressly assume and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform itif no such succession or assignment had taken place. The term “Company” as usedherein shall include such successors and assigns. The term “successors andassigns” as used herein shall mean a corporation or other entity acquiring allor substantially all the assets and business of the Company (including thisAgreement) whether by operation of law or otherwise.

(b)                    Neitherthis Agreement nor any right or interest hereunder shall be assignable ortransferable by the Executive, his beneficiaries or legal representatives,except by will or by the laws of descent and distribution. This Agreement shallinure to the benefit of and be enforceable by the Executive’s legal personalrepresentative.

15. Notice. Forthe purposes of this Agreement, notices and all other communications providedfor in the Agreement shall be in writing and shall be deemed to have been dulygiven when personally delivered or sent by certified mail, return receiptrequested, postage prepaid, addressed to the respective addresses last given byeach party to the other, provided that all notices to the Company shall bedirected to the attention of the Board with a copy to the Secretary of theCompany. All notices and communications shall be deemed to have been receivedon the date of delivery thereof or on the third

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business day after the mailing thereof, except thatnotice of change of address shall be effective only upon receipt.

16. Non-exclusivity ofRights. Nothing in this Agreement shall prevent or limit the Executive’s continuingor future participation in any benefit, bonus, incentive or other plan orprogram provided by the Company or any of its subsidiaries and for which theExecutive may qualify, nor shall anything herein limit or reduce such rights asthe Executive may have under any other agreements with the Company or any ofits subsidiaries. Amounts which are vested benefits or which the Executive isotherwise entitled to receive under any plan or program of the Company or anyof its subsidiaries shall be payable in accordance with such plan or program,except as explicitly modified by this Agreement.

17. Miscellaneous.No provision of this Agreement may be modified, waived or discharged unlesssuch wavier, modification or discharge is agreed to in writing and signed bythe Executive and the Company after authorization of the Board. No waiver byeither party hereto at any time of any breach by the other party hereto of, orcompliance with, any condition or provision of this Agreement to be performedby such other party shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time. Noagreement or representation, oral or otherwise, express or implied, withrespect to the subject matter hereof has been made by either party which is notexpressly set forth in this Agreement.

18. Person. Forpurposes of this Agreement, “Person” shall mean any individual, partnership,limited liability company, corporation, joint venture, trust, business trust,cooperative or association or any foreign trust or foreign businessorganization, and the heirs, executors, administrators, legal representatives,successors, and assigns of such Person where the context so permits orrequires.

19. Governing Law.This Agreement shall be governed by and construed and enforced in accordancewith the law of the State of New Jersey without giving effect to the conflictof law principles thereof.

20. Severability.The provisions of this Agreement shall be deemed severable and the invalidityor unenforceability of any provision shall not affect the validity orenforceability of the other provisions hereof.

21. Entire Agreement.This Agreement constitutes the entire agreement between the parties hereto andsupersedes all prior agreements, if any, understandings and arrangements, oralor written, between the parties hereto with respect to the subject matterhereof.

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IN WITNESSWHEREOF, the Company has caused this Agreement to be executed by its dulyauthorized officer and the Executive has executed this Agreement as of the dayand year first above written.
|        | EXECUTIVE:            | /s/ Douglas L. Washington |
|--------|-----------------------|---------------------------|
|   | Douglas L. Washington |
|   |                  |
|   | WORLDWATER CORP.      |
|   |                  |
|   |                  |
|   | By:                   | /s/ Quentin T. Kelly      |
|   |                  | Name:                     | Quentin T. Kelly |
|   |                  | Title:                    | Chairman |

 

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