July 1, 2002
Quentin T. Kelly
117 Hopewell-Rocky Hill Road
Hopewell, NJ 08525
Re: Employment Agreement dated January 1, 2002 Amendment
As per the Compensation Committee with approval of the Board of Directors the above referenced Employment
Agreement has been amended as follows:
Annual salary is $25,200 accruing the difference (Base $150,000 - accrue year) beginning July 1, 2002 through
the remainder of the year or until sufficient cash flow is available to pay additional salary.
Effective July 1, 2002 stock options continue to accrue at a rate of 10,000 options per month exercisable at
$0.15 as per the market price at July 1, 2002. Effective July 1, 2002 an additional 1,190,000 options exercisable
at $0.15 have been granted and vested immediately.
In addition a Restricted Stock Agreement will be implemented (see attached) granting 1,000,000 shares vesting
over 5 years exercisable at $0.15 (current market price).
Agreed and Signed by: Approved by WorldWater Corp.
Board of Directors Compensation Committee:
/s/ Quentin T. Kelly /s/ Davinder Sethi
Quentin T. Kelly Dr. Davinder Sethi
Chairman and CEO
/s/ Joseph Cygler
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 Q