RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, dated as of July 1, 2002 (the "Grant Date") by and between WorldWater Corp. and
Quentin T. Kelly (the "Grantee"), is entered into as follows:
WHEREAS, the Compensation Committee of the Board of Directors of the Company determined that the
Employee be granted shares of the Company's $.001 par value Common Stock subject to the restrictions stated
below, as reflected in the Employment Agreement Amendment dated July 1, 2002 by and between the Employee
and the Company and as hereinafter set forth:
1. Grant of Restricted Stock. Subject to the restrictions contained in this agreement (the "Agreement")
WorldWater Corp. (the "Company") hereby grants to Quentin T. Kelly (the "Grantee"), effective July 1, 2002
(the "Grant Date"), 1,000,000 shares of restricted Common Stock (the "Shares"). The Board has determined that
the fair market value of the Common Stock of the Company on the Grant Date is $0.15 per share.
2. Vesting. Provided that Grantee remains an Employee or member of the Board of Directors of the Company,
Grantee shall become vested in 20% of the Shares upon each anniversary of the Grant Date, so that the Grantee
shall be 100% vested in 5 years.
3. Termination of Award. If the Grantee's employment or Board membership is terminated for any reason, unless
otherwise determined by the Compensation Committee, the Grantee will forfeit any unvested shares.
4. Non-transferability of Award. The Grantee may not transfer either this award or any Shares acquired pursuant
to this award except in accordance with the terms of this Agreement or by will or the laws of descent and
distribution; provided that, Grantee may gift the Shares, or some portion of the Shares, to an immediate family
member, to a trust for the benefit of such persons, or to a partnership in which only such persons are partners.
Any transferee of Shares must agree in writing, on a form prescribed by the Company, to be bound by all
provisions of this Agreement and the Plan, a