WorldWater Corp. ("WorldWater" or "the Company") of Pennington, NJ, USA, effective as of January 1, 2002,
hereby agrees to enter into an Employment Agreement ("Agreement") with Quentin T. Kelly, residing at 117
Hopewell-Rocky Hill Rd., Hopewell NJ 08525, under the following terms and conditions:
1. Term of this Agreement is 5 (five) years, ending December 31, 2006.
2. Subject only to Shareholder approval, you will continue to serve as a Director of WorldWater.
3. Subject only to WorldWater Board of Directors approval, you will continue to serve as Chairman of
WorldWater's Board of Directors.
4. You will continue to serve as Chief Executive Officer ("CEO") of the Company. As such, you will be
responsible for overseeing the Company's general operations and business activities, developing the Company's
corporate and strategic plans, formulating overall corporate policies, directing the other Company officers, and
performing all other tasks and responsibilities commonly associated with being a corporate CEO.
5. You will be expected to work on a full time basis for WorldWater in your performance of the above duties
6. You will receive compensation as appropriate in the form of stock options in the Company common stock for
serving as a Director or as Chairman of the Board (See below for details). Your compensation for serving as
CEO of WorldWater will be as follows:
a. An annual salary paid semi-monthly of $150,000, to be adjusted upward to a salary of $170,000 as soon as
the Company achieves annuated revenues of $5 million (i.e. if WorldWater's annual revenue surpasses $5 million
in June of a given year, for example, the increase will be effected). Based on the Board of Directors discretion
your salary will be increased to $200,000 and a bonus of up to 50% will be paid at the end of the calendar year.
Bonus of up to 50% of compensation will be paid in cash or stock or a combination thereof as determined by the
Board of Directors.