**Exhibit 10.10**

**EXECUTIVE EMPLOYMENTAGREEMENT**

**THIS EXECUTIVE EMPLOYMENT AGREEMENT**(the “**Agreement**”)****is executed this         day of             2007,but is to be effective as of the 1st day of January, 2007 (the “**Effective Date**”), by and between WORLDWATER& POWER CORP., a Delaware corporation (the “**Company**”),****andLARRY CRAWFORD, residing at                           (the “**Executive**”).

**Background**

TheCompany desires to obtain the services of the Executive as Executive VicePresident and Chief Financial Officer, and the Executive is willing to rendersuch services, in accordance with the terms hereinafter set forth.

TheCompany, by appropriate action, has authorized the employment of the Executiveas provided for in this Agreement.

NOWTHEREFORE, in consideration of the respective agreements of the partiescontained herein, it is agreed as follows:

1.        Term. The initialterm (the “**Initial Term**”) of thisAgreement shall commence as of the date hereof and shall terminate on December31, 2009. Unless terminated as hereinafter provided, this Agreement shallcontinue from month to month (each such period, a “**Renewal Term**”)****onthe same terms and conditions as in the Initial Term, subject to adjustments asherein provided (the “**Employment Term**”).

2.        Employment.

(a)          The Executive will beemployed as Executive Vice President and Chief Financial Officer of the Companyand will perform the duties, undertake the responsibilities and exercise theauthority customarily performed, undertaken and exercised by persons situated ina similar executive capacity, and as directed by the Company.

(b)          Excluding periods of avacation and sick leave to which the Executive is entitled, the Executiveagrees during the Employment Term to devote substantially all of his businesstime 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 committees; and (ii)manage personal investments and non-competing family businesses; so long as anysuch activities do not interfere with the performance of the Executive’sresponsibilities hereunder. Executive shall use his best efforts to dischargethe responsibilities of his office and position as set forth herein.

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3.        Compensation.

(a)          The Company agrees to pay or cause tobe paid to the Executive during the Employment Term a base salary at theinitial rate of Fourteen Thousand Five Hundred Eighty-Three and 33/100($14,583.33) per month (i.e., $175,000.00 per annum) (hereinafter referred toas the “**Base Salary**”).****Such Base Salary shall be payable inaccordance with the Company’s standard payroll schedule. Such rate of salary,or increased rate of salary, as the case may be, shall be reviewed at leastannually by the Company.

(b)          The parties acknowledge that on July10, 2006, the Company issued to Executive, subject to the terms of this Section3(b) and the terms of the Company’s 1999 Incentive Stock Option Plan (the “**Plan**”),****optionsto purchase 600,000 shares of the Company’s common stock under the terms of thePlan (the “**Options**”) based on theclosing bid price of the Company’s common stock on the date such Options wereapproved by the Company’s Board of Directors. The Options have, or will becomefully vested as follows: (i) Options to purchase 100,000 shares of the Company’scommon stock will vest on January 10, 2007; and (ii) the balance of the Optionswill vest in 30 equal monthly installments commencing February 10, 2007 andcontinuing on the 10th day of the immediately following 29 months;provided, however, that the vesting of the Options to Executive hereunder isconditioned upon the continuous employment of Executive by the Company throughthe date on which an installment of Options vests. Upon termination of Executive’semployment other than for Cause (as defined in Section 8 below), Executive mayexercise the Options during the 90 day period following termination ofemployment; all unexercised Options will be terminated after such 90 dayperiod. All unexercised Options will immediately terminate upon the terminationof Executive’s employment for Cause.

(c)          Notwithstanding the provisions ofSection 3(b) above, the issuance of Options to Executive hereunder will beaccelerated and payable to Executive in full upon a Change of Control. For thepurposes of this Agreement, the term “**Changeof Control**” will mean:

(i)       The acquisition by any individual, entityor group (within the meaning of Section 13(d)(3) or 14(d)(2) of the SecuritiesExchange Act of 1934, as amended, the “**ExchangeAct**”) (each referred to as a “**Person**”)of beneficial ownership (within the meaning of Rule 13d-3 promulgated under theExchange Act) of 50% or more of either (a) the then outstanding shares ofcommon stock of the Company (the “**OutstandingCompany Common Stock**”) or (b) the combined voting power of the thenoutstanding voting securities of the Company entitled to vote generally in theelection of directors (the “**OutstandingCompany Voting Securities**”); provided, however, that for purposes ofthis subsection (i), the following acquisitions shall not constitute a Changeof Control: (w) any acquisition directly from the Company, (x) any acquisitionby the Company, (y) any acquisition by an employee benefit plan (or relatedtrust) sponsored or maintained by the Company or any corporation controlled bythe Company or (z) any

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acquisition by any corporation pursuant to atransaction which complies with clauses (a), (b) and (c) of subsection (iii) ofthis Section 3(c); or

(ii)      Individuals who, as of the date hereof,constitute the Board (the “**Incumbent Board**”)cease for any reason to constitute at least a majority of the Board; provided,however, that any individual becoming a director subsequent to the date hereofwhose election, or nomination for election by the Company’s shareholders, wasapproved by a vote of at least a majority of the directors then comprising theIncumbent Board shall be considered as though such individual were a member ofthe Incumbent Board, but excluding, for this purpose, any such individual whoseinitial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the election or removal of directors or otheractual or threatened solicitation of proxies or consents by or on behalf of aperson other than the Board; or

(iii)     Consummation of a reorganization, merger orconsolidation or sale or other disposition of all or substantially all of theassets of the Company or the acquisition of assets of another corporation (a “**Business Combination**”), in each case,unless, following such Business Combination, (a) all or substantially all ofthe individuals and entities who were the beneficial owners, respectively, ofthe Outstanding Company Common Stock and Outstanding Company Voting Securitiesimmediately prior to such Business Combination beneficially own, directly orindirectly, more than 50% of, respectively, the then outstanding shares ofcommon stock and the combined voting power of the then outstanding votingsecurities entitled to vote generally in the election of directors, as the casemay be, of the corporation resulting from such Business Combination (including,without limitation, a corporation which as a result of such transaction ownsthe Company or all or substantially all of the Company’s assets either directlyor through one or more subsidiaries) in substantially the same proportions astheir ownership, immediately prior to such Business Combination of theOutstanding Company Common Stock and Outstanding Company Voting Securities, asthe case may be, (b) no person (excluding any corporation resulting from suchBusiness Combination or any employee benefit plan (or related trust) of theCompany or such corporation resulting from such Business Combination)beneficially owns, directly or indirectly, 50% or more of, respectively, thethen outstanding shares of common stock of the corporation resulting from suchBusiness Combination or the combined voting power of the then outstandingvoting securities of such corporation except to the extent that such ownershipexisted prior to the Business Combination and (c) at least a majority of themembers of the board of directors of the corporation resulting from suchBusiness Combination were members of the Incumbent Board at the time of theexecution of the initial agreement, or of the action of the Board, for suchBusiness Combination; or

(iv)    Approval by the shareholders of the Companyof a complete liquidation or dissolution of the Company.

4.        Employee Benefits. The Executiveshall be entitled to participate in all employee benefit plans, practices andprograms maintained by the Company and made available to employees generallyincluding, without limitation, all pension, retirement,

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profit sharing, savings, medical, hospitalization,disability, dental, life or travel accident insurance benefit plans. TheExecutive’s participation in such plans, practices and programs shall be on thesame basis and terms as are applicable to employees of the Company generally.Executive will be entitled to three weeks vacation per year, no more than twoof which may be taken consecutively without the consent of the Company’s ChiefExecutive Officer. In addition, Executive shall receive a monthly car allowanceof [$750.00], to cover the Executive’s operation and insurance of an automobilefor business purposes.

5.        Executive Benefits. The Executiveshall be entitled to participate in all executive benefit or incentivecompensation plans now maintained or hereafter established by the Company forthe purpose of providing compensation and/or benefits to executives of theCompany and any supplemental retirement, salary continuation, stock option,deferred compensation, supplemental medical or life insurance or other bonus orincentive compensation plans. Unless otherwise provided herein, the Executive’sparticipation in such plans shall be on the same basis and terms as othersimilarly situated executives of the Company. No additional compensationprovided under any of such plans shall be deemed to modify or otherwise affectthe terms of this Agreement or any of the Executive’s entitlements hereunder.

6.        Reimbursement of Expenses. TheExecutive is authorized to incur expenses reasonably necessary (consistent witha policy to be established by the Company) to carry out his duties under thisAgreement including, without limitation, the cost of continuing professionaleducation courses. The Company will reimburse the Executive for all suchexpenses upon receipt of an itemized account of such expenditures, which shallbe in accordance with the usual practices of the Company and in accordance withthe annual budget prepared from time to time by the Company.

7.        Termination of Employment. In theevent of the death of the Executive or if the Executive is permanently disabledor incapacitated and as a result thereof is and continues to be for a period ofninety (90) days unable to perform his duties hereunder as determined by mutualagreement of the Executive and the Company but if no such agreement is reached,as determined: (a) by a mutually selected Person who is an expert in the typeof disability claimed whose determination shall be final and binding; or (b) ifno such Person is selected, by an arbitrator selected pursuant to thecommercial arbitration rules of the American Arbitration Association theExecutive or, in the event of the Executive’s death, the Executive’s estate,shall be entitled to receive the following amounts earned or accrued hereunderthrough the date of termination (the “**TerminationDate**”), but not paid as of the Termination Date (collectively, “**Accrued Compensation**”):

(i)                                 (a)Base Salary (reduced by the amount of payments received by Executive pursuantto the Company’s disability insurance program, if any), and (b) an additionalamount equal to Base Salary for six months following the Termination Date;

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(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)                             accruedand 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;

(v)                               anyprevious compensation which the Executive has previously deferred (includingany interest earned or credited thereon, and any bonus or incentive paymentsearned under the terms of Sections 4 and 5 of this Agreement which amounts willbe payable upon the payment to other participants in the bonus or incentiveplan).

8.        Termination for Cause or VoluntaryTermination.

(a)    If Executive’s employment is terminated bythe Company for Cause (as herein defined), the Executive shall be entitled toreceive Accrued Compensation, other than the amounts described in Sections7(i)(b) and 7(iii), and all other obligations of the Company under thisAgreement shall cease.

(b)    If Executive voluntarily terminates hisemployment with the Company, the Executive shall be entitled to receive AccruedCompensation, other than the amounts described in Sections 7(i)(b), and allother obligations of the Company under this Agreement shall cease.

(c)    For purposes of this Agreement, the term “**Cause**” shall mean that the Executive shallhave: (i) committed any act of fraud, embezzlement or theft in connection withhis duties hereunder, (ii) committed any intentional act that has a materialadverse impact on the Company or its affiliates, (iii) engaged in any grossmisconduct, or (iv) breached in any material respect the material provisions ofparagraph 9 or 10 of this Agreement.

9.        Non-Competition; Confidentiality.

(a)    In the event Executive is terminated forCause or Executive voluntarily terminates this Agreement, for a period expiringtwo (2) years after the termination of this Agreement, Executive shall notengage in any of the following activities:

(i)          Engage in Competitive Activities.Own, manage, operate, engage in, serve as an advisor or consultant for,control, or otherwise participate in

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any business that is or shall be competitive with anyof those business activities that have constituted part of the Company’sbusiness at any time during the past 12 months from the date hereof, nor shallExecutive assist any Person that shall be engaged in any such businessactivities, including making available any information or funding to any suchPerson, or be involved as a stockholder, partner, member, guarantor, or otherholder of an interest in any Person engaging in any such activities;

(ii)         Solicit Employees. Solicit toemploy any employee of the Company or any affiliate thereof while such Personis employed by any of them;

(iii)        Interfere with Contracts. Eitheron its own account or for any other Person, solicit, induce, attempt to inducewith, or endeavor to cause any Person (including without limitation any broker,customer, governmental authority, subcontractor, or supplier) to modify, amend,terminate, or otherwise alter any contract or arrangement that such Person haswith the Company or any affiliate thereof with respect to the business of theCompany; and

(iv)       Assist Competitors. Make anystatement or perform any act intended to advance an interest of any existing orprospective competitor of the Company, any affiliate thereof with respect tothe business of the Company, or encourage any other Person to make any suchstatement or to perform any such act.

(b)        For a period expiring two (2) yearsafter the termination of this Agreement for any reason, Executive agrees tokeep confidential any and all confidential and non-public Company documents,trade secrets and other information including, but not limited to, patent work,engineering drawings, product designs, research and development results, clientlists, pricing strategy, product cost data, proprietary technical information,corporate policies and procedures, and corporate marketing and financial plansand strategies. In the event of the termination of Executive’s employment forany reason, all documents in Executive’s possession related to any of the itemsdescribed in this paragraph shall be returned to the Company.

(c)        If a court of competent jurisdictiondetermines that the provisions of this Section 9 are partially or whollyinoperative, invalid or unenforceable in a particular case because of theirduration, geographical scope, restricted activity, or other parameter, suchcourt may reform such duration, geographical scope, restricted activity orother parameter with respect to such case to permit enforcement of suchreformed provision to the greatest extent allowable.

10.      Company Property. Executive agreesthat any and all development techniques or other products or processes relatingto the Company’s business which the Executive may create, make, discover,introduce or invent while retained by the Company hereunder, shall belong toand be the sole property of the Company. Executive agrees

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promptly and fully to disclose the same to the Companyand to assign all rights thereto to the Company immediately.

11.      Injunctive Relief. The Executiveagrees that the remedy at law for any breach of the provisions of Sections 9and 10 hereof will be inadequate and that the Company shall be entitled toinjunctive relief in addition to any other remedy it may have.

12.      Survival. The parties hereby agreethat the provisions of Sections 6, 7, 8, 9, 10 and 11 hereof and of thisSection 12 shall survive the termination of this Agreement. Any compensation,bonuses and benefits that have been earned prior to the termination date ofthis Agreement in accordance with the provision of this Agreement or anycompensation or benefit plan shall be payable or provided thereafter inaccordance with the original terms for payment of such compensation or bonus orprovision of such benefits in accordance with the provision of this Agreementor any such compensation or benefit plan.

13.      Successors and Assigns.

(a)    This Agreement shall be binding upon andshall inure to the benefit of the Company, its successors and assigns and theCompany shall require any successor or assign to expressly assume and agree toperform this Agreement in the same manner and to the same extent that theCompany would be required to perform it if no such succession or assignment hadtaken place. The term “**Company**” asused herein shall include such successors and assigns. The term “**successors and assigns**” as used hereinshall mean a corporation or other entity acquiring all or substantially all theassets and business of the Company (including this Agreement) whether byoperation of law or otherwise.

(b)    Neither this Agreement nor any right orinterest hereunder shall be assignable or transferable by the Executive, hisbeneficiaries or legal representatives, except by will or by the laws ofdescent and distribution. This Agreement shall inure to the benefit of and beenforceable by the Executive’s legal personal representative.

14.      Notice. For the purposes of thisAgreement, notices and all other communications provided for in the Agreementshall be in writing and shall be deemed to have been duly given when personallydelivered or sent by certified mail, return receipt requested, postage prepaid,addressed to the respective addresses last given by each party to the other,provided that all notices to the Company shall be directed to the attention ofthe Board with a copy to the Secretary of the Company, All notices andcommunications shall be deemed to have been received on the date of deliverythereof or on the third business day after the mailing thereof, except thatnotice of change of address shall be effective only upon receipt.

15.      Non-exclusivity of Rights. Nothingin this Agreement shall prevent or limit the Executive’s continuing or futureparticipation in any benefit, bonus, incentive or

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other plan or program provided by the Company or anyof its subsidiaries and for which the Executive may qualify, nor shall anythingherein limit or reduce such rights as the Executive may have under any otheragreements with the Company or any of its subsidiaries. Amounts which arevested benefits or which the Executive is otherwise entitled to receive underany plan or program of the Company or any of its subsidiaries shall be payable**in accordance with such plan or program,except as explicitly modified by this Agreement.

16.      Miscellaneous. No provision of thisAgreement may be modified, waived or discharged unless such wavier,modification or discharge is agreed to in writing and signed by the Executiveand the Company after authorization of the Board. No waiver by either partyhereto at any time of any breach by the other party hereto of, or compliancewith, any condition or provision of this Agreement to be performed by suchother party shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time. No agreement orrepresentation, oral or otherwise, express or implied, with respect to thesubject matter hereof has been made by either party which is not expressly setforth in this Agreement.

17.      Person. For purposes of thisAgreement, “**Person**” shall mean anyindividual, partnership, limited liability company, corporation, joint venture,trust, business trust, cooperative or association or any foreign trust orforeign business organization, and the heirs, executors, administrators, legalrepresentatives, successors, and assigns of such Person where the context sopermits or requires.

18.      Governing Law. This Agreement shallbe governed by and construed and enforced in accordance with the law of theState of New Jersey without giving effect to the conflict of law principlesthereof.

19.      Severability. The provisions ofthis Agreement shall be deemed severable and the invalidity or unenforceabilityof any provision shall not affect the validity or enforceability of the otherprovisions hereof.

20.      Entire Agreement. This Agreementconstitutes the entire agreement between the parties hereto and supersedes allprior agreements, if any, understandings and arrangements, oral or written,between the parties hereto with respect to the subject matter hereof, including,without limitation, the prior employment agreement between the Company andExecutive dated July 10, 2006, which is hereby terminated in its entirety.

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IN WITNESS WHEREOF, theCompany has caused this Agreement to be executed by its duly authorized officerand the Executive has executed this Agreement as of the day and year firstabove written.
|        | /s/ Larry Crawford           |                 |
|--------|------------------------------|----------------------|
|   | Larry Crawford               |
|   |                         |
|   |                         |
|   | WORLDWATER & POWER CORP. |
|   |                         |
|   |                         |
|   | By:                          | /s/ Quentin T. Kelly |   |
|   |                         | Name:                |
|   |                         | Title:               |
|        |                              |                      |  |  |  |

 

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