Exhibit 10.10


EXECUTIVE EMPLOYMENT
AGREEMENT


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”),  and
LARRY CRAWFORD, residing at                           
(the “Executive”).


Background


The
Company desires to obtain the services of the Executive as Executive Vice
President and Chief Financial Officer, and the Executive is willing to render
such services, in accordance with the terms hereinafter set forth.


The
Company, by appropriate action, has authorized the employment of the Executive
as provided for in this Agreement.


NOW
THEREFORE, in consideration of the respective agreements of the parties
contained herein, it is agreed as follows:


1.        Term. The initial
term (the “Initial Term”) of this
Agreement shall commence as of the date hereof and shall terminate on December
31, 2009. Unless terminated as hereinafter provided, this Agreement shall
continue from month to month (each such period, a “Renewal Term”)  on
the same terms and conditions as in the Initial Term, subject to adjustments as
herein provided (the “Employment Term”).


2.        Employment.


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


(b)          Excluding periods of a
vacation and sick leave to which the Executive is entitled, the Executive
agrees during the Employment Term to devote substantially all of his business
time to the business and affairs of the Company and to the duties and
responsibilities assigned to the Executive hereunder by the Company. The
Executive may (i) serve on civic or charitable boards or committees; and (ii)
manage personal investments and non-competing family businesses; so long as any
such activities do not interfere with the performance of the Executive’s
responsibilities hereunder. Executive shall use his best efforts to discharge
the responsibilities of his office and position as set forth herein.



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3.        Compensation.


(a)          The Company agrees to pay or cause to
be paid to the Executive during the Employment Term a base salary at the
initial 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 to
as the “Base Salary”).  Such Base Salary shall be payable in
accordance 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 least
annually by the Company.


(b)          The parties acknowledge that on July
10, 2006, the Company issued to Executive, subject to the terms of this Section
3(b) and the terms of the Company’s 1999 Incentive Stock Option Plan (the “Plan”),  options
to purchase 600,000 shares of the Company’s common stock under the terms of the
Plan (the “Options”) based on the
closing bid price of the Company’s common stock on the date such Options were
approved by the Company’s Board of Directors. The Options have, or will become
fully vested as follows: (i) Options to purchase 100,000 shares of the Company’s
common stock will vest on January 10, 2007; and (ii) the balance of the Options
will vest in 30 equal monthly installments commencing February 10, 2007 and
continuing on the 10th day of the immediately following 29 months;
provided, however, that the vesting of the Options to Executive hereunder is
conditioned upon the continuous employment of Executive by the Company through
the date on which an installment of Options vests. Upon termination of Executive’s
employment other than for Cause (as defined in Section 8 below), Executive may
exercise the Options during the 90 day period following termination of
employment; all unexercised Options will be terminated after such 90 day
period. All unexercised Options will immediately terminate upon the termination
of Executive’s employment for Cause.


(c)          Notwithstanding the provisions of
Section 3(b) above, the issuance of Options to Executive hereunder will be
accelerated and payable to Executive in full upon a Change of Control. For the
purposes of this Agreement, the term “Change
of Control” will mean:


(i)       The acquisition by any individual, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended, the “Exchange
Act”) (each referred to as a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 50% or more of either (a) the then outstanding shares of
common stock of the Company (the “Outstanding
Company Common Stock”) or (b) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of
this subsection (i), the following acquisitions shall not constitute a Change
of Control: (w) any acquisition directly from the Company, (x) any acquisition
by the Company, (y) any acquisition by an employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by
the Company or (z) any



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acquisition by any corporation pursuant to a
transaction which complies with clauses (a), (b) and (c) of subsection (iii) of
this 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 hereof
whose election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
person other than the Board; or


(iii)     Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets 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 of
the individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company’s assets either directly
or through one or more subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (b) no person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 50% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (c) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, for such
Business Combination; or


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


4.        Employee Benefits. The Executive
shall be entitled to participate in all employee benefit plans, practices and
programs maintained by the Company and made available to employees generally
including, without limitation, all pension, retirement,



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profit sharing, savings, medical, hospitalization,
disability, dental, life or travel accident insurance benefit plans. The
Executive’s participation in such plans, practices and programs shall be on the
same 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 two
of which may be taken consecutively without the consent of the Company’s Chief
Executive Officer. In addition, Executive shall receive a monthly car allowance
of [$750.00], to cover the Executive’s operation and insurance of an automobile
for business purposes.


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


6.        Reimbursement of Expenses. The
Executive is authorized to incur expenses reasonably necessary (consistent with
a policy to be established by the Company) to carry out his duties under this
Agreement including, without limitation, the cost of continuing professional
education courses. The Company will reimburse the Executive for 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 in accordance with
the annual budget prepared from time to time by the Company.


7.        Termination of Employment. In the
event of the death of the Executive or if the Executive is permanently disabled
or incapacitated and as a result thereof is and continues to be for a period of
ninety (90) days unable to perform his duties hereunder as determined by mutual
agreement 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 type
of disability claimed whose determination shall be final and binding; or (b) if
no such Person is selected, by an arbitrator selected pursuant to the
commercial arbitration rules of the American Arbitration Association the
Executive or, in the event of the Executive’s death, the Executive’s estate,
shall be entitled to receive the following amounts earned or accrued hereunder
through the date of termination (the “Termination
Date”), but not paid as of the Termination Date (collectively, “Accrued Compensation”):


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



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


(iii)                             accrued
and unpaid vacation pay;


(iv)                            any
bonuses or incentive compensation earned through the Termination Date, or to
which Executive is entitled in connection with his employment through the
Termination Date;


(v)                               any
previous compensation which the Executive has previously deferred (including
any interest earned or credited thereon, and any bonus or incentive payments
earned under the terms of Sections 4 and 5 of this Agreement which amounts will
be payable upon the payment to other participants in the bonus or incentive
plan).


8.        Termination for Cause or Voluntary
Termination.


(a)    If Executive’s employment is terminated by
the Company for Cause (as herein defined), the Executive shall be entitled to
receive Accrued Compensation, other than the amounts described in Sections
7(i)(b) and 7(iii), and all other obligations of the Company under this
Agreement shall cease.


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


(c)    For purposes of this Agreement, the term “Cause” shall mean that the Executive shall
have: (i) committed any act of fraud, embezzlement or theft in connection with
his duties hereunder, (ii) committed any intentional act that has a material
adverse impact on the Company or its affiliates, (iii) engaged in any gross
misconduct, or (iv) breached in any material respect the material provisions of
paragraph 9 or 10 of this Agreement.


9.        Non-Competition; Confidentiality.


(a)    In the event Executive is terminated for
Cause or Executive voluntarily terminates this Agreement, for a period expiring
two (2) years after the termination of this Agreement, Executive shall not
engage 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 any
of those business activities that have constituted part of the Company’s
business at any time during the past 12 months from the date hereof, nor shall
Executive assist any Person that shall be engaged in any such business
activities, including making available any information or funding to any such
Person, or be involved as a stockholder, partner, member, guarantor, or other
holder of an interest in any Person engaging in any such activities;


(ii)         Solicit Employees. Solicit to
employ any employee of the Company or any affiliate thereof 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 to induce
with, 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 has
with the Company or any affiliate thereof with respect to the business of the
Company; and


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


(b)        For a period expiring two (2) years
after the termination of this Agreement for any reason, Executive agrees to
keep 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, client
lists, pricing strategy, product cost data, proprietary technical information,
corporate policies and procedures, and corporate marketing and financial plans
and strategies. In the event of the termination of Executive’s employment for
any reason, all documents in Executive’s possession related to any of the items
described in this paragraph shall be returned to the Company.


(c)        If a court of competent jurisdiction
determines that the provisions of this Section 9 are partially or wholly
inoperative, invalid or unenforceable in a particular case because of their
duration, geographical scope, restricted activity, or other parameter, such
court may reform such duration, geographical scope, restricted activity or
other parameter with respect to such case to permit enforcement of such
reformed provision to the greatest extent allowable.


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



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


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


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


13.      Successors and Assigns.


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


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


14.      Notice. For the 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 personally
delivered 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 of
the Board with a copy to the Secretary of the Company, All notices and
communications shall be deemed to have been received on the date of delivery
thereof or on the third business day after the mailing thereof, except that
notice of change of address shall be effective only upon receipt.


15.      Non-exclusivity of Rights. Nothing
in this Agreement shall prevent or limit the Executive’s continuing or future
participation in any benefit, bonus, incentive or



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other plan or program provided by the Company or any
of its subsidiaries and for which the Executive may qualify, nor shall anything
herein limit or reduce such rights as the Executive may have under any other
agreements with the Company or any of its subsidiaries. Amounts which are
vested benefits or which the Executive is otherwise entitled to receive under
any 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 this
Agreement may be modified, waived or discharged unless such wavier,
modification or discharge is agreed to in writing and signed by the Executive
and the Company after authorization of the Board. No waiver by either party
hereto at any time of any breach by the other 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 agreement or
representation, oral or otherwise, express or implied, with respect to the
subject matter hereof has been made by either party which is not expressly set
forth in this Agreement.


17.      Person. For purposes 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 business organization, and the heirs, executors, administrators, legal
representatives, successors, and assigns of such Person where the context so
permits or requires.


18.      Governing Law. This Agreement shall
be governed by and construed and enforced in accordance with the law of the
State of New Jersey without giving effect to the conflict of law principles
thereof.


19.      Severability. The provisions of
this Agreement shall be deemed severable and the invalidity or unenforceability
of any provision shall not affect the validity or enforceability of the other
provisions hereof.


20.      Entire Agreement. This Agreement
constitutes the entire agreement between the parties hereto and supersedes all
prior 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 and
Executive dated July 10, 2006, which is hereby terminated in its entirety.



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IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed by its duly authorized officer
and the Executive has executed this Agreement as of the day and year first
above written.


	
  

  	
  /s/ Larry Crawford

  	
   

  
	
   

  	
  Larry Crawford

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WORLDWATER & POWER CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Quentin T. Kelly

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  
						



 



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