8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                         Date of Report: March 23, 2005
                 Date of Earliest Event Reported: March 3, 2005

                         WORLD WASTE TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                   California
                 (State or Other Jurisdiction of Incorporation)

        1-11476                                        95-3977501
- ------------------------                   -------------------------------------
(Commission File Number)                   (I.R.S.  Employer Identification No.)

13520 Evening Creek Drive, Suite 130, San Diego, California              92128
- -----------------------------------------------------------           ----------
        (Address of Principal Executive Offices)                      (Zip Code)

                                 (858) 391-3400
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions :

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425).

      |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12).

      |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b)).

      |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c)).



Item 1.01. Entry into a Material Definitive Agreement

On March 17, 2005, World Waste of America, Inc., a wholly-owned subsidiary of
World Waste Technologies, Inc. ("WWT"), amended its lease with Taormina
Industries, LLC (the "Amendment"). The Amendment allows WWT an additional 180
days to obtain all necessary approvals from Taormina Industries, LLC for the
construction, alteration, use and occupancy of the leased premises and to
complete the alterations and improvements to the leased premises.

In connection with a private placement of securities in which World Waste
Technologies, Inc. ("WWT") raised gross proceeds of $897,000, WWT entered into a
Subscription Agreement, a Registration Rights Agreement and a Warrant Agreement
with twenty-three accredited investors (individually an "Investor," collectively
the "Investors") on the following dates and in the following amounts: six
investors on March 3, 2005 purchased a total of 94,000 Units; three investors on
March 4, 2005 purchased a total of 88,000 Units; four investors on March 9, 2005
purchased 32,000 Units; and ten investors on March 15, 2005 purchased a total of
144,800 Units. Under the terms of the Subscription Agreements, WWT issued the
unregistered securities described in Item 3.02 at a purchase price of $2.50 per
Unit. Under the terms of the Warrant Agreement, WWT issued the unregistered
securities described in Item 3.02 at an exercise price of $0.01 per share. See
Item 3.02 of this Current Report on Form 8-K, which is incorporated by reference
into this Item 1.01. Under the Registration Rights Agreement, WWT has agreed to
register sales by the Investors and the Investors' transferees of the shares
acquired by the Investors in this private placement, under the Securities Act of
1933, as amended. Subject to limitations specified in this agreement, these
registration rights include:

      o     an unlimited number of piggyback registration rights that require
            WWT to register sales of a holder's shares when it undertakes a
            public offering and certain other types of offerings, subject to the
            discretion of the managing underwriter of the offering, if any, to
            decrease the amount that holders may register; and

      o     within ninety (90) days of the closing of the private placement,
            WWT's agreement to use its commercially reasonable efforts to file
            and prepare a registration statement on Form SB-2 or Form S-3 to
            register the resale of the holder's shares.

WWT has agreed to bear all registration expenses if these registration rights
are exercised, other than the fees of more than one legal counsel to the
holders, legal fees in excess of $10,000, and any underwriting fees, discounts
and commissions, all of which expenses will be borne by the holders. These
registration rights terminate as to a holder's shares when that holder is able
to sell those shares in a three month period pursuant to Rule 144 of the
Securities Act of 1933.



The Warrant Agreement and the Warrant (the "Warrants") require, upon exercise,
WWT to issue, in aggregate, up to 89,700 shares of Common Stock. The Warrants
expire five years after the date of the sale of the Units and are exercisable at
$0.01 per share, subject to adjustment.

Item 3.02. Unregistered Sales of Equity Securities.

On the dates below, WWT sold, in the aggregate, 358,800 Units, each Unit
comprised of one (1) share of common stock of WWT ("Common Stock") and a Warrant
exercisable for 0.25 share of Common Stock, in private transactions to
twenty-two accredited investors. The consideration paid for the Units was $2.50
per Unit, for aggregate gross proceeds to WWT of $897,000. A commission of
$65,950 and warrants to purchase up to 35,880 shares of WWT common stock,
exercisable for seven years at an exercise price of $2.50 per share were paid to
Chadbourn Securities, Inc., an NASD broker dealer, and Laird Q. Cagan, a
significant shareholder of WWT and a registered representative of Chadbourn
Securities, Inc. (collectively, the "Placement Agent") in connection with the
private placement.

The Warrants are exercisable for five years from the date of sale of the Units
at an exercise price of $0.01 per share. All of the Investors have exercised the
Warrants and the Company issued 89,700 shares of Common Stock pursuant to the
exercises.

WWT issued and sold the foregoing securities pursuant to certain exemptions from
registration provided by Rule 506 of Regulation D and Section 4(2) and Section
4(6) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(c)   Exhibits.

The following exhibits are filed as exhibits to this Current Report on Form 8-K:

Exhibit No.                    Description
- -----------                    -----------

   10.1     Form of Subscription Agreement

   10.2     Form of Registration Rights Agreement

   10.3     Form of Warrant Agreement and Warrant

   10.4     Amendment No. 1 to Lease Agreement by and between the Company and
            Taormina Industries LLC, dated March 17, 2005.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        WORLD WASTE TECHNOLOGIES, INC.


                                        By: /s/ Thomas L. Collins
                                           -------------------------------------
                                           Thomas L. Collins
                                           Chief Executive Officer

Date: March 23, 2005



                                  EXHIBIT INDEX

Exhibit No.                    Description
- -----------                    -----------

   10.1     Form of Subscription Agreement

   10.2     Form of Registration Rights Agreement

   10.3     Form of Warrant Agreement and Warrant

   10.4     Amendment No. 1 to Lease Agreement by and between the Company and
            Taormina Industries LLC, dated March 17, 2005.

EX-10.1

                                                                    EXHIBIT 10.1

                         WORLD WASTE TECHNOLOGIES, INC.

        UNITS OF REGISTRABLE COMMON STOCK AND WARRANTS AT $2.50 PER UNIT

                             SUBSCRIPTION AGREEMENT

1. SUBSCRIPTION:

      (a) The undersigned (individually and/or collectively, the "Participant")
hereby applies to become a participant in the Units of registrable common stock
and warrants (collectively, the "Units," "Shares" or the "Common Stock") of
WORLD WASTE TECHNOLOGIES, INC., a California corporation ("WWT" or the
"Company"), in accordance with the terms and conditions of this Subscription
Agreement (the "Subscription").

      (b) Before this subscription for participation in the Shares is
considered, the Participant must complete, execute and deliver to the Company
the following:

            (i) This Subscription;

            (ii) The Certificate of Accredited Investor Status attached hereto
as Exhibit A;

            (iii) The WWT Registration Rights Agreement; and

            (iv) The WWT Warrant Agreement; and

            (v) The Participant's check or wire transfer in the amount of
$__________________.

      (c) Participant hereby subscribes for __________ Units at a purchase price
of $2.50 per Unit.

      (d) This Subscription is irrevocable by the Participant.

      (e) This Subscription is not transferable or assignable by the
Participant.

      (f) This Subscription shall be deemed to be accepted only when this
Subscription has been executed by an authorized officer of the Company. The
deposit of Participant's check or wire transfer funds will not be deemed an
acceptance of this Subscription.

      (g) This Subscription may be rejected in whole or in part by the Company
in its sole discretion. In the event this Subscription is rejected in its
entirety by the Company, all funds (without interest) and documents tendered by
the Participant shall be returned. In the event that this Subscription is
rejected in part by the Company, the Company shall return to the Participant the
part of the payment relating to such rejected portion without interest. The
Company shall have the right to allocate Shares among Participants in any manner
it may desire; provided, that no Participant shall be obligated to purchase more
than the number of Shares set forth in Section 1(c) above without such
Participant's prior written consent.

      (h) Participant understands that separate Subscriptions will be executed
with other Participants for the remainder of the Shares to be sold in this
offering.



      (i) Placement agents and broker dealers, including Chadbourn Securities,
Inc. (an NASD broker-dealer affiliate of Cagan McAfee Capital Partners, LLC),
may be paid commissions in an amount up to but not to exceed (i) selling
commissions from the Company up to eight percent (8%) of the aggregate proceeds
from the sale of the Shares, and (ii) a non-accountable expense allowance up to
two percent (2%) of the aggregate proceeds from the sale of the Shares, and
(iii) warrants to purchase up to ten percent (10%) of the aggregate number of
Shares sold in the offering, exercisable for seven years at an exercise price
equal to the Offering Price, with a net exercise ("cashless exercise")
provision.

      (j) Until the registration statement contemplated by the WWT Registration
Rights Agreement is declared effective, Participant hereby agrees not to, and
will cause its affiliates not to, enter into any "put equivalent position" as
such term is defined in Rule 16a-1 under the Securities Exchange Act of 1934, as
amended, or short sale position with respect to the Common Stock.

2. REPRESENTATIONS BY PARTICIPANT. In consideration of the Company's acceptance
of participation, I make the following representations and warranties to the
Company, to its principals, and to participating broker-dealers, if any, jointly
and severally, which warranties and representations shall survive any acceptance
of my participation in the Shares:

      (a) I have had the opportunity to ask questions and receive any additional
information from persons acting on behalf of the Company to verify my
understanding of the terms thereof and of the Company's business and status
thereof, and that no oral information furnished to the undersigned or my
advisors in connection with my participation in the Shares has been in any way
inconsistent with other documentary information provided.

      (b) I acknowledge that I have not seen, received, been presented with, or
been solicited by any leaflet, public promotional meeting, newspaper or magazine
article or advertisement, radio or television advertisement, or any other form
of advertising or general solicitation with respect to my participation in the
Shares.

      (c) The Shares are being purchased for my own account for long-term
investment and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meanings of the Securities
Act of 1933, as amended (the "Securities Act"), and any applicable state
securities laws. No other person or entity will have any direct or indirect
beneficial interest in, or right to, the Shares. I or my agents or investment
advisors have such knowledge and experience in financial and business matters
relating to an investment of this type that will enable me to utilize the
information made available to me in connection with the participation in the
Shares to evaluate the merits and risks of participation and to make an informed
investment decision.

      (d) I understand that (A) the Shares (1) have not been registered under
the Securities Act or any state securities laws, (2) will be issued in reliance
upon an exemption from the registration and prospectus delivery requirements of
the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3)
will be issued in reliance upon exemptions from the registration and prospectus
delivery requirements of state securities laws which relate to private
offerings, and (B) I must therefore bear the economic risk of such investment
indefinitely unless a subsequent disposition thereof is registered under the
Securities Act and applicable state securities laws or is exempt therefrom. I
further understand that such exemptions depend upon, among other things, the
bona fide nature of my investment intent as expressed herein. Pursuant to the
foregoing, I acknowledge that the certificates representing the Shares acquired
pursuant to this Subscription shall bear a restrictive legend substantially as
follows:



            "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
            RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS
            AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE,
            SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS
            (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN
            OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY
            SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND
            SUCH OPINION STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH
            REGISTRATION."

      (e) I acknowledge that I have been advised that:

            (i) The Shares offered hereby have not been approved or disapproved
by the Securities and Exchange Commission ("SEC") or any state securities
commission nor has the SEC or any state securities commission passed upon the
accuracy or adequacy of any representations by the Company. Any representation
to the contrary is a criminal offense.

            (ii) In making an investment decision, I must rely on my own
examination of the Company and the terms of the offering of the Shares,
including the merits and risks involved. The Shares have not been recommended by
any federal or state securities commission or regulatory authority. Furthermore,
the foregoing authorities have not confirmed the accuracy or determined the
adequacy of any representation. Any representation to the contrary is a criminal
offense.

            (iii) The Shares are "Restricted Securities" within the meaning of
Rule 144 under the Securities Act, are subject to restrictions on
transferability and resale and may not be transferred or resold except as
permitted under the Securities Act and applicable state securities laws,
pursuant to registration or exemption therefrom.

      (f) Other than the rights specifically set forth in the WWT Registration
Rights Agreement, I represent, warrant and agree that the Company and the
officers of the Company (the "Company's Officers") are under no obligation to
register or qualify the participation in the Shares under the Securities Act or
under any state securities law, or to assist the undersigned in complying with
any exemption from registration and qualification.

      (g) I represent that I am an "accredited investor" within the meaning of
Rule 501 of Regulation D under the Securities Act and I have executed the
Certificate of Accredited Investor Status, attached hereto as Exhibit A.

      (h) I understand that the participation in the Shares is illiquid, cannot
be readily sold as there will not be a public market for them and that I may not
be able to sell or dispose of my participation in the Shares, or to utilize the
Shares as collateral for a loan. I understand that the purchase of the Shares is
a speculative investment and involves substantial risks and that I could lose my
entire investment in the Shares. I must not purchase participation in the Shares
unless I have liquid assets sufficient to assure myself that such purchase will
cause me no undue financial difficulties and that I can still provide for my
current and possible personal contingencies, and that the commitment herein for
participation in the Shares, combined with other investments of mine, is
reasonable in relation to my net worth.



      (i) I understand that my right to transfer my participation in the Shares
will be restricted against transfers unless the transfer is not in violation of
the Securities Act, the California Securities Law, and any other applicable
state securities laws (including investment suitability standards), that the
Company will not consent to a transfer of participation in the Shares unless the
transferee represents that such transferee meets the financial suitability
standards required of an initial participant and that the Company has the right,
in its absolute discretion, to refuse to consent to such transfer.

      (j) I have been advised to consult with my own attorney or attorneys
regarding all legal matters concerning an investment in the Company and the tax
consequences of participation in the Shares, and have done so, to the extent I
consider necessary.

      (k) I acknowledge that the tax consequences to me of investing in the
Company will depend on my particular circumstances, and neither the Company, the
Company's officers, any other investors, nor the partners, shareholders,
members, managers, agents, officers, directors, employees, affiliates or
consultants of any of them, will be responsible or liable for the tax
consequences to me of an investment in the Company. I will look solely to and
rely upon my own advisers with respect to the tax consequences of this
investment.

      (l) I acknowledge that I have made the decision to invest in the Shares
solely on the basis of the information set forth in the Company's Private
Placement Memorandum (the "Memorandum"), dated _______________________, 2004,
included herewith, and that no officer, director, or other person affiliated
with the Company has given me any information or made any representations, oral
or written, other than as provided in the Memorandum, on which I have relied
upon in deciding to invest in the Shares, including without limitation, any
information with respect to future operations of the Company or the economic
returns which may accrue as a result of the purchase of the Shares.

      (m) All information which I have provided to the Company concerning
myself, my financial position and my knowledge of financial and business matters
is truthful, accurate, correct and complete as of the date set forth herein. I
agree to furnish the Company such other information as the Company may
reasonably request in order to verify the accuracy of the information contained
herein and agree to notify the Company immediately of any material change in the
information provided herein that occurs prior to the Company's acceptance of
this Subscription.

      (n) I and my affiliates do not have, and during the 30 day period prior to
the date of this Subscription, I and my affiliates have not entered into, any
"put equivalent position" or short sale positions with respect to the Common
Stock.

      (o) If I am not a United States person, I hereby represent that I have
satisfied myself as to the full observance of the laws of my applicable
jurisdiction in connection with any invitation to subscribe for the Shares or
any use of this Subscription, including (i) the legal requirements within such
jurisdiction for the purchase of the Shares, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax
consequences, if any, that may be relevant to the purchase, holding, redemption,
sale or transfer of the Shares. My subscription and payment for, and my
continued beneficial ownership of the Shares, will not violate any applicable
securities or other laws of such jurisdiction.

3. AGREEMENT TO INDEMNIFY COMPANY. I hereby agree to indemnify and hold harmless
the Company, its principals, the Company's officers, directors and attorneys,
from any and all damages, costs and expenses (including actual attorneys' fees)
which they may incur (i) by reason of my failure to fulfill any of the terms and
conditions of participation, (ii) by reason of my breach of any of my
representations, warranties or agreements contained herein; (iii) with respect
to any and all claims made by or involving any person, other than me personally,
claiming any interest, right, title, power or authority in respect to my
participation. I further agree and acknowledge that these indemnifications shall
survive any sale or transfer, or attempted sale or transfer, of any portion of
my participation.



4. SUBSCRIPTION BINDING ON HEIRS, ETC. This Subscription, upon acceptance by the
Company, shall be binding upon the heirs, executors, administrators, successors
and assigns of the Participant. If the undersigned is more than one person, the
obligations of the undersigned shall be joint and several and the
representations and warranties shall be deemed to be made by and be binding on
each such person and his heirs, executors, administrators, successors, and
assigns.

5. EXECUTION AUTHORIZED. If this Subscription is executed on behalf of a
corporation, partnership, trust or other entity, the undersigned has been duly
authorized and empowered to legally represent such entity and to execute this
Subscription and all other instruments in connection with participation in the
Shares and the signature of the person is binding upon such entity.

6. ADOPTION OF TERMS AND PROVISIONS. The Participant hereby adopts, accepts and
agrees to be bound by all the terms and provisions hereof.

7. GOVERNING LAW. This Subscription shall be construed in accordance with the
laws of the State of California.

8. COUNSEL. The Participant hereby acknowledges that the Company and its
counsel, Simon, Galasso & Frantz, PLC or Troy & Gould, PC, represent the
interests of the Company and not those of the Participant in any agreement
(including this Subscription) to which the Company is a party.

9. INVESTOR INFORMATION:

(The information below should be consistent with the form of ownership selected
below.)

Name (please print):
                    --------------------------------------

If entity named above  By:
                          --------------------------------------

                      Its:
                          --------------------------------------

Social Security or Taxpayer I.D. Number:
                                        --------------------------------------

Business Address (including zip code):
                                      --------------------------------------

Business Phone:
               --------------------------------------

Business Fax:
             --------------------------------------

Residence Address (including zip code):
                                       --------------------------------------

Residence Phone:
                --------------------------------------

All communications to be sent to:

                 |_| Business or

                 |_| Residence Address



      Please indicate below the form in which you will hold title to your
interest in the Shares. PLEASE CONSIDER CAREFULLY. ONCE YOUR SUBSCRIPTION IS
ACCEPTED, A CHANGE IN THE FORM OF TITLE CONSTITUTES A TRANSFER OF THE INTEREST
IN THE SHARES AND MAY THEREFORE BE RESTRICTED BY THE TERMS OF THIS SUBSCRIPTION,
AND MAY RESULT IN ADDITIONAL COSTS TO YOU. Subscribers should seek the advice of
their attorneys in deciding in which of the forms they should take ownership of
the interest in the Shares, because different forms of ownership can have
varying gift tax, estate tax, income tax, and other consequences, depending on
the state of the investor's domicile and his or her particular personal
circumstances.

___   INDIVIDUAL OWNERSHIP (one signature required)

___   JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON
      (both or all parties must sign)

___   COMMUNITY PROPERTY (one signature required if interest held in one name,
      i.e., managing spouse; two signatures required if interest held in both
      names)

___   TENANTS IN COMMON (both or all parties must sign)

___   GENERAL PARTNERSHIP (fill out all documents in the name of the
      PARTNERSHIP, by a PARTNER authorized to sign, and include a copy of the
      Partnership Agreement)

___   LIMITED PARTNERSHIP (fill out all documents in the name of the LIMITED
      PARTNERSHIP, by a GENERAL PARTNER authorized to sign, and include a copy
      of the Limited Partnership Agreement and any other document showing that
      the investment is authorized)

___   LIMITED LIABILITY COMPANY (fill out all documents in the name of the
      LIMITED LIABILITY COMPANY, by a member authorized to sign, and include a
      copy of the LIMITED LIABILITY COMPANY's Operating Agreement and any other
      documents necessary to show the investment is authorized.)

___   CORPORATION (fill out all documents in the name of the CORPORATION, by the
      President or other officer authorized to sign, and include a copy of the
      Corporation's Articles and certified Corporate Resolution authorizing the
      signature)

___   TRUST (fill out all documents in the name of the TRUST, by the Trustee,
      and include a copy of the instrument creating the trust and any other
      documents necessary to show the investment by the Trustee is authorized.
      The date of the trust must appear on the Notarial where indicated.)



      Subject to acceptance by the Company, the undersigned has completed this
Subscription Agreement to evidence his/her subscription for participation in the
Shares of the Company, this ____________ day of ___________ , 2004, at
__________________________ , ________________________.


                                       -----------------------------------
                                       Participant

The Company has accepted this subscription as of the ______________ day of
______________________ , 2004.


                                       WORLD WASTE TECHNOLOGIES, INC.,
                                       a California corporation

                                       By:
                                          --------------------------------------

                                       Print:
                                             -----------------------------------




                                                                       EXHIBIT A

                    CERTIFICATE OF ACCREDITED INVESTOR STATUS

      Except as may be indicated by the undersigned below, the undersigned is an
"accredited investor," as that term is defined in Regulation D under the
Securities Act of 1933, as amended (the "Securities Act"). The undersigned has
checked the box below indicating the basis on which he is representing his
status as an "accredited investor":

|_|   a bank as defined in Section 3(a)(2) of the Securities Act, or any savings
      and loan association or other institution as defined in Section 3(a)(5)(A)
      of the Securities Act whether acting in its individual or fiduciary
      capacity; a broker or dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934, as amended (the "Securities Exchange
      Act"); an insurance company as defined in Section 2(13) of the Securities
      Act; an investment company registered under the Investment Company Act of
      1940 or a business development company as defined in Section 2(a)(48) of
      that Act; a small business investment company licensed by the U.S. Small
      Business Administration under Section 301(c) or (d) of the Small Business
      Investment Act of 1958; a plan established and maintained by a state, its
      political subdivisions, or any agency or instrumentality of a state or its
      political subdivisions, for the benefit of its employees, and such plan
      has total assets in excess of $5,000,000; an employee benefit plan within
      the meaning of the Employee Retirement Income Security Act of 1974, if the
      investment decision is made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company, or registered investment adviser, or if the employee
      benefit plan has total assets in excess of $5,000,000 or, if a
      self-directed plan, with investment decisions made solely by persons that
      are "accredited investors";

|_|   a private business development company as defined in Section 202(a)(22) of
      the Investment Advisers Act of 1940;

|_|   an organization described in Section 501(c)(3) of the Internal Revenue
      Code, corporation, Massachusetts or similar business trust, or
      partnership, not formed for the specific purpose of acquiring the
      securities offered, with total assets in excess of $5,000,000;

|_|   a natural person whose individual net worth, or joint net worth with the
      undersigned's spouse, at the time of this purchase exceeds $1,000,000;

|_|   a natural person who had an individual income in excess of $200,000 in
      each of the two most recent years or joint income with the undersigned's
      spouse in excess of $300,000 in each of those years and has a reasonable
      expectation of reaching the same income level in the current year;

|_|   a trust with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the securities offered, whose purchase is
      directed by a person who has such knowledge and experience in financial
      and business matters that he is capable of evaluating the merits and risks
      of the prospective investment; or

|_|   an entity in which all of the equity holders are "accredited investors" by
      virtue of their meeting one or more of the above standards.

|_|   an individual who is a director or executive officer of World Waste
      Technologies, Inc.



      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Accredited Investor Status effective as of __________________, 2004.


                                       -----------------------------------------
                                       Name of Participant


                                       By:
                                          --------------------------------------

                                       Name:
                                            ------------------------------------

                                       Title:
                                             -----------------------------------

EX-10.2

                                                                    EXHIBIT 10.2


                         WORLD WASTE TECHNOLOGIES, INC.

                          REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of
_____________________, 2004, by and among World Waste Technologies, Inc., a
California corporation (the "Company"), and the persons and entities listed on
Exhibit A hereto (each, a "Holder" and, collectively, the "Holders").

                                    RECITALS:

      A. The Company has sold Units comprised of shares of common stock ("Common
Shares") and warrants to purchase Common Shares ("Warrants") (collectively, the
"Shares") to the Holders pursuant to one or more Subscription Agreements (each a
"Subscription").

      B. The sale of the Shares is conditional upon the extension of the rights
set forth herein, and by this Agreement the Company and the Holders desire to
provide for certain rights as set forth herein.

      NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants contained herein, the parties, severally and not jointly,
hereby agree as follows:

                                   AGREEMENT:

      1. Registration Rights.

            1.1 Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:

                  (a) The terms "register", "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and the declaration or ordering of the effectiveness of such
registration statement.

                  (b) The term "Registrable Securities" means (i) any and all
Shares issued and sold by the Company pursuant to the Subscriptions; (ii) stock
issued in lieu of the Shares referred to in (i) in any reorganization which has
not been sold to the public; or (iii) stock issued in respect of the Shares
referred to in (i) and (ii) as a result of a stock split, stock dividend,
recapitalization or the like, which has not been sold to the public.

                  (c) The terms "Holder" or "Holders" means any person or
persons to whom Registrable Securities were originally issued or qualifying
transferees under subsection 1.9 hereof who hold Registrable Securities.

                  (d) The term "SEC" means the Securities and Exchange
Commission.

                  (e) The term "Registration Expenses" shall mean all expenses
incurred by the Company in complying with subsections 1.2, 1.3 and 1.4 hereof,
including, without limitation, all registration, qualification and filing fees,
printing expenses, escrow fees, fees and disbursements of counsel for the
Company, blue sky fees and expenses, and the expense of any special audits
incident to or required by any such registration (but excluding the compensation
of regular employees of the Company which shall be paid in any event by the
Company).



            1.2 Company Registration.

                  (a) Registration. If at any time or from time to time, the
Company shall determine to register any shares of its common stock, for its own
account or the account of any of its shareholders, other than a registration on
Form S-8 relating solely to employee, director or consultant stock option or
purchase plans or other equity compensation plans, or a registration on Form S-4
relating solely to a SEC Rule 145 transaction, the Company will:

                        (i) promptly give to each Holder written notice thereof
at least 10 days prior to the initial filing of the registration statement
relating to such registration;

                        (ii) include in such registration, and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests, made within 5 days after receipt of such written
notice from the Company, by any Holder or Holders, except as set forth in
subsection 1.2(b) below; and

                        (iii) include in such registration statement the "Plan
of Distribution" attached hereto as Exhibit B.

Notwithstanding the foregoing, if the Company shall have already registered for
resale pursuant to a registration in accordance with Section 1.3 all of the
Registrable Securities, the Company shall not be required to include such
Registrable Securities in the Company's registration or to deliver the written
notice to each Holder as provided in subsection 1.2(a)(i).

                  (b) Underwriting.

                        (i) If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to subsection 1.2(a)(i). In such event the right of any Holder to
registration pursuant to subsection 1.2 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein.
Notwithstanding the foregoing, if the Company proposes to commence an
underwriting with respect to shares of its common stock and shall not have
otherwise been required to deliver a notice of the registration to the Holders
of its Registrable Securities pursuant to the last sentence of subsection
1.2(a), the Company shall deliver a written notice of such underwriting at least
10 days prior to the commencement of such underwriting and provide the Holders
an opportunity to participate in such underwriting in accordance with this
subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below,
include the Registrable Securities of any Holder in such underwriting that
specifies in a written request or requests, made within 5 days after receipt of
such written notice from the Company. All Holders proposing to distribute their
Registrable Securities through any such underwriting pursuant to this subsection
1.2(b) shall (together with the Company and the other shareholders distributing
their shares of common stock through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company.

                        (ii) Notwithstanding any other provision of this
subsection 1.2, if the underwriter managing such public offering determines that
marketing factors require a limitation of the number of shares of common stock
to be underwritten, and (A) if such registration is the first registered
offering of the sale of the Company's common stock to the general public, the
underwriter may limit the number of Registrable Securities to be included in the
registration and underwriting, or may exclude Registrable Securities entirely
from such registration and underwriting, or (B) if such registration is other
than the first registered offering of the sale of the Company's common stock to
the general public, the underwriter may limit the amount of Registrable
Securities to be included in the registration and underwriting by the Company's
shareholders; provided however, the number of Registrable Securities to be
included in such registration and underwriting under this subsection 1.2(b)(ii)
shall not be reduced to less than thirty percent (30%) of the aggregate shares
of common stock included in such underwriting without the prior consent of at
least a majority of the Holders who have requested their Registrable Securities
to be included in such underwriting. The Company shall so advise all Holders of
Registrable Securities which would otherwise be underwritten pursuant hereto,
and the number of shares of Registrable Securities that may be included in the
underwriting shall be allocated among Holders requesting inclusion in such
underwriting in proportion, as nearly as practicable, to the respective amounts
of Registrable Securities held by each of such Holders as of the date of the
notice pursuant to subsection 1.2(a)(i) above; provided that the number of
shares of Registrable Securities requested to be included in such underwriting
shall not be reduced unless all other shares of common stock being sold by
shareholders other than the Holders are first entirely excluded from the
underwriting. If any Holder disapproves of the terms of any such underwriting,
such Holder may elect to withdraw therefrom by written notice to the Company and
the underwriter. Any Registrable Securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.



            1.3 Form SB-2 or S-3. In addition to the rights and obligations set
forth in subsection 1.2 above, within ninety (90) days of completion of the
private placement of Units pursuant to the Company's private placement
memorandum dated September___, 2004, Company will use commercially reasonable
efforts to prepare and file a registration statement to register the resale from
time to time of the Holder's Registrable Securities. The registration shall be
on on Forms SB-2 or S-3 (or any successor to Forms SB-2 or S-3) and shall
contain the "Plan of Distribution" attached hereto as Exhibit B. In such a
registration, the Company shall use commercially reasonable efforts to cause
such registration statement on Forms SB-2 or S-3 (or any successor form to Forms
SB-2 or S-3) to be declared effective by the SEC as soon as practicable;
provided, however the Company shall not be required to effect a registration
pursuant to this subsection 1.3:

                  (a) in any particular jurisdiction in which the Company would
be required to execute a general consent to service of process in effecting such
registration, qualification or compliance unless the Company is already subject
to service in such jurisdiction and except as may be required by the Securities
Act; or

                  (b) during the period starting with the date of filing of, and
ending on a date 90 days following the effective date of, a registration
statement pursuant to subsection 1.2, provided that the Company is actively
employing in good faith all reasonable efforts to cause such registration
statement to become effective and further provided that no other person or
entity could require the Company to file a registration statement in such
period.

      Any Holder that intends to dispose of Registrable Securities pursuant to a
registration under this subsection 1.3 shall not offer, sell or otherwise
dispose of any Registrable Securities unless it has provided to the Company a
written notice of its intent to offer and sell the Registrable Securities
pursuant to a registration under this subsection 1.3 at least ten (10) days
prior to the offer or sale of the Registrable Securities. Upon receipt of such
notice by the Company from a Holder, the Company may voluntarily suspend the
effectiveness of any registration statement filed pursuant to this subsection
1.3 for a limited time, which in no event shall be longer than 90 days in any
six-month period, if the Company has been advised by counsel or underwriters to
the Company that the offering for resale of any Registrable Securities pursuant
to the registration statement would materially adversely affect, or would be
improper in view of (or improper without disclosure in a prospectus), a proposed
financing, a reorganization, recapitalization, merger, consolidation or other
transaction involving the Company.



      Notwithstanding any other provision of this subsection 1.3, if the
Company's Board of Directors reasonably determines that marketing factors
require a limitation of the number of shares of common stock to be registered,
the Company may limit the amount of Registrable Securities to be included in the
registration; provided however, the number of Registrable Securities to be
included in such registration and underwriting under this subsection shall not
be reduced to less than thirty percent (30%) of the Registrable Securities
without the prior consent of at least a majority of the Holders. The Company
shall so advise all Holders of Registrable Securities which would otherwise be
registered pursuant hereto, and the number of shares of Registrable Securities
that may be included in the registration shall be allocated among Holders in
proportion, as nearly as practicable, to the respective amounts of Registrable
Securities held by each of such Holders; provided that the number of shares of
Registrable Securities included in such registration shall not be reduced unless
all other shares of common stock being sold by shareholders other than the
Holders are first entirely excluded from the registration. Any Registrable
Securities excluded or withdrawn from such underwriting shall be withdrawn from
such registration.

            1.4 Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Section 1 shall be borne by the Company except as follows:

                  (a) The Company shall not be required to pay fees or
disbursements of more than one firm of legal counsel to the Holders, such fees
to not exceed $10,000 in the aggregate.

                  (b) The Company shall not be required to pay underwriters'
fees, discounts or commissions relating to Registrable Securities.

            1.5 Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Agreement,
the Company will keep each Holder participating therein advised in writing as to
the initiation of each registration, qualification and compliance and as to the
completion thereof. Except as otherwise provided in subsection 1.4, at its
expense the Company will:

                  (a) Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its commercially reasonable
efforts to cause such registration statement to become effective, and, upon the
request of the Holders of a majority of the Registrable Securities registered
thereunder, keep such registration statement effective for up to 120 days, or if
such registration statement is on Form SB-2 or S-3 (or any successor to Form
SB-2 or S-3) and provides for sales of securities from time to time pursuant to
Rule 415 under the Securities Act, for up to one year.

                  (b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such registration statement.

                  (c) Furnish, without charge, to the Holders such numbers of
copies of a prospectus, including each preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents as they
may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them. The Holders shall not be entitled to use any selling
materials other than a prospectus and such other materials as may be approved by
the Company, which approval shall not be unreasonably withheld.



                  (d) Use its commercially reasonable efforts to register and
qualify the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Holders or any managing underwriter, provided that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in any
such states or jurisdictions.

                  (e) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Notwithstanding
the foregoing, the Company shall not be obligated to enter into an underwriting
agreement with any underwriter unless the Company was previously consulted with
respect to the selection of each underwriter and the Company consented to such
selection, which consent shall not be unreasonably withheld. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

                  (f) Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act or the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.

                  (g) The Company shall:

                        (i) make available for inspection by a representative of
the Holders, the managing underwriter participating in any disposition pursuant
to such registration statement and one firm of attorneys designated by the
Holders (upon execution of customary confidentiality agreements reasonably
satisfactory to the Company and its counsel), at reasonable times and in
reasonable manner, financial and other records, documents and properties of the
Company that are pertinent to the conduct of due diligence customary for an
underwritten offering, and cause the officers, directors and employees of the
Company to supply all information reasonably requested by any such
representative, underwriter or attorney in connection with a registration
statement as shall be necessary to enable such persons to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act.

                        (ii) use its commercially reasonable efforts to cause
all Registrable Securities covered by a registration statement to be listed on
any securities exchange or any automated quotation system on which the shares of
common stock of the Company are then listed;

                        (iii) cause to be provided to the Holders that are
selling Registrable Securities pursuant to such registration statement and to
the managing underwriter if any disposition pursuant to such registration
statement is an underwritten offering, upon the effectiveness of such
registration statement, a customary "10b-5" opinion of independent counsel (an
"Opinion") and a customary "cold comfort" letter of independent auditors (a
"Comfort Letter") in each case addressed to such Holders and managing
underwriter, if any;

                        (iv) notify in writing the Holders that are selling
Registrable Securities pursuant to such registration statement and any managing
underwriter if any disposition pursuant to such registration statement is an
underwritten offering, (A) when the registration statement has become effective
and when any post-effective amendment thereto has been filed and becomes
effective, (B) of any request by the SEC or any state securities authority for
amendments and supplements to the registration statement or of any material
request by the SEC or any state securities authority for additional information
after the registration statement has become effective, (C) of the issuance by
the SEC or any state securities authority of any stop order suspending the
effectiveness of the registration statement or the initiation of any proceedings
for that purpose, (D) if, between the effective date of the registration
statement and the closing of any sale of Registrable Securities covered thereby,
the representations and warranties of the Company contained in any underwriting
agreement, securities sales agreement or other similar agreement, including this
Agreement, relating to disclosure cease to be true and correct in all material
respects or if the Company receives any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (E) of the
happening of any event during the period the registration statement is effective
such that such registration statement or the related prospectus contains an
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make statements therein not misleading (in
the case of a prospectus, in light of circumstances under which they were made)
and (F) of any determination by the Company that a post-effective amendment to
the registration statement would be appropriate. The Holders hereby agree to
suspend, and to cause any managing underwriter to suspend, use of the prospectus
contained in a registration statement upon receipt of such notice under clause
(C), (E) or (F) above until, in the case of clause (C), such stop order is
removed or rescinded or, in the case of clauses (E) and (F), the Company has
amended or supplemented such prospectus to correct such misstatement or omission
or otherwise.



                        If the notification relates to an event described in
clauses (E) or (F), the Company shall promptly prepare and furnish to each
selling Holder and each underwriter, if any, a reasonable number of copies of a
prospectus supplemented or amended so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.

                        (v) provide and cause to be maintained a transfer agent
and registrar for all such Registrable Securities covered by such registration
statement not later than the effective date of such registration statement;

                        (vi) deliver promptly upon request to each Holder
participating in the offering and each underwriter, if any, copies of all
correspondence between the SEC and the Company, its counsel or auditors and all
memoranda relating to discussions with the SEC and its staff with respect to the
registration statement, other than those portions of any such correspondence and
memoranda which contain information subject to attorney-client privilege with
respect to the Company, and, upon receipt of such confidentiality agreements as
the Company may reasonably request, make reasonably available for inspection by
any Holder of such Registrable Securities covered by such registration
statement, by any underwriter, if any, participating in any disposition to be
effected pursuant to such registration statement and by any attorney, accountant
or other agent retained by any such Holder or any such underwriter, all
pertinent financial and other records, pertinent corporate documents and
properties of the Company, and cause all of the Company's officers, directors
and employees to supply all information reasonably requested by any such Holder,
underwriter, attorney, accountant or agent in connection with such registration
statement;

                        (vii) use commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of the registration
statement;

                        (viii) provide a CUSIP number for all Registrable
Securities not later than the effective date of any registration statement;



                        (ix) make reasonably available its employees and
personnel and otherwise provide reasonable assistance to the underwriters in the
marketing of Registrable Securities in any underwritten offering;

                        (x) promptly prior to the filing of any document which
is to be incorporated by reference into the registration statement or the
prospectus (after the initial filing of such registration statement) (other than
a registration statement or prospectus prepared pursuant to subsection 1.3)
provide copies of such document to counsel to the seller of Registrable
Securities and to the managing underwriter, if any, and make the Company's
representatives reasonably available for discussion of such document and make
such changes in such document concerning such sellers prior to the filing
thereof as counsel for such sellers or underwriters may reasonably request; and

                        (xi) cooperate with the sellers of Registrable
Securities and the managing underwriter, if any, to facilitate the timely
preparation and delivery of certificates not bearing any restrictive legends
representing the Registrable Securities to be sold, and cause such Registrable
Securities to be issued in such denominations and registered in such names in
accordance with the underwriting agreement prior to any sale of Registrable
Securities to the underwriters or, if not an underwritten offering, in
accordance with the instructions of the sellers of Registrable Securities at
least three business days prior to any sale of Registrable Securities.

            1.6 Indemnification.

                  (a) The Company will indemnify and hold harmless to the
fullest extent permitted by law each Holder of Registrable Securities and each
of its officers, directors and partners, and each person controlling such
Holder, with respect to which such registration, qualification or compliance has
been effected pursuant to this Agreement, and each underwriter, if any, and each
person who controls any underwriter of the Registrable Securities held by or
issuable to such Holder, against all claims, losses, expenses, damages and
liabilities (or actions in respect thereto) arising out of or based on (i) any
untrue statement (or alleged untrue statement) of a material fact contained in
any registration statement under which such securities were registered under the
Securities Act or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading; (ii) any untrue statement (or alleged untrue statement) of a
material fact contained in any preliminary or final prospectus, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statement therein, in light of the
circumstances under which they were made, or not misleading, or (iii) any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act or any state securities law applicable to the Company or any rule
or regulation promulgated under the Securities Act, the Exchange Act or any such
state law and relating to action or inaction required of the Company in
connection with any such registration, qualification of compliance, and will
reimburse each such Holder, each of its officers, directors and partners, and
each person controlling such Holder, each such underwriter and each person who
controls any such underwriter, within a reasonable amount of time after incurred
for any reasonable legal and any other expenses incurred in connection with
investigating, defending or settling any such claim, loss, damage, liability or
action; provided, however, that the indemnity agreement contained in this
subsection 1.6(a) shall not apply to amounts paid in settlement of any such
claim, loss, damage, liability, or action if such settlement is effected without
the consent of the Company (which consent shall not be unreasonably withheld);
and provided further, that the Company will not be liable in any such case to
the extent that any such claim, loss, damage or liability arises out of or is
based on any untrue statement or omission based upon written information
furnished to the Company by such Holder or underwriter specifically for use
therein; and provided further, however, that the Company will not be liable in
any such case to the extent that any such claim, loss, damage or liability
arises directly out of or is based primarily upon an untrue statement or
omission made in any preliminary or final prospectus if (i) such Holder failed
to send or deliver a copy of the final prospectus or prospectus supplement with
or prior to the delivery of written confirmation of the sale of the Registrable
Securities and (ii) the final prospectus or prospectus supplement would have
corrected such untrue statement or omission.



                  (b) Each Holder will, if Registrable Securities held by or
issuable to such Holder are included in the securities as to which such
registration, qualification or compliance is being effected, severally and not
jointly, indemnify and hold harmless to the fullest extent permitted by law the
Company, each of its directors and officers, each underwriter, if any, of the
Company's securities covered by such a registration statement, each person who
controls the Company within the meaning of the Securities Act, and each other
such Holder, each of its officers, directors and partners and each person
controlling such Holder, against all claims, losses, expenses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement or final prospectus, or based on any omission
(or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse the Company, such Holders, such directors, officers, partners, persons
or underwriters for any reasonable legal or any other expenses incurred in
connection with investigating, defending or settling any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement or prospectus in reliance upon
and in conformity with information furnished to the Company by such Holder
specifically for use therein; provided, however, that the indemnity agreement
contained in this subsection 1.6(b) shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of the Holder, (which consent shall
not be unreasonably withheld); and provided further, that the total amount for
which any Holder shall be liable under this subsection 1.6(b) shall not in any
event exceed the net proceeds received by such Holder from the sale of
Registrable Securities held by such Holder in such registration; and provided
further, that a Holder will not be liable in any such case to the extent that
any such claim, loss, damage or liability arises out of or is based on any
untrue statement or omission based upon written information furnished to the
Holder by the Company or underwriter specifically for use therein.

                  (c) Each party entitled to indemnification under this
subsection 1.6 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld), and the Indemnified Party may participate in such
defense at such party's expense; and provided further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations hereunder, except to the extent such
failure resulted in material prejudice to the Indemnifying Party; and provided
further, that an Indemnified Party (together with all other Indemnified Parties
which may be represented without conflict by one counsel) shall have the right
to retain one separate counsel, with the fees and expenses to be paid by the
Indemnifying Party, if representation of such Indemnified Party by the counsel
retained by the Indemnifying Party would be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other party
represented by such counsel in such proceeding. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation.



                  (d) If for any reason the foregoing indemnity is unavailable
or is insufficient to hold harmless an indemnified party under subsection 1.6,
then each Indemnifying Party shall contribute to the amount paid or payable by
such Indemnified Party as a result of any claim in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party, on the one
hand, and the Indemnified Party, on the other hand, with respect to such
offering of securities. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Indemnifying Party or the Indemnified Party and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. If, however, the
allocation provided in the second preceding sentence is not permitted by
applicable law, then each Indemnifying Party shall contribute to the amount paid
or payable by such Indemnified Party in such proportion as is appropriate to
reflect not only such relative faults, but also any other relevant equitable
considerations. The parties hereto agree that it would not be just and equitable
if contributions pursuant to this subsection 1.6(d) were to be determined by pro
rata allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in the preceding sentences of
this subsection 1.6(d). The amount paid or payable in respect of any claim shall
be deemed to include any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such claim.
No person guilty of fraudulent misrepresentation (within the meaning of section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. Notwithstanding
anything in this subsection 1.6 to the contrary, no Indemnifying Party (other
than the Company) shall be required pursuant to this subsection 1.6(d) to
contribute any amount in excess of the net proceeds received by such
Indemnifying Party from the sale of Registrable Securities in the offering to
which the losses, claims, damages or liabilities of the Indemnified Parties
relate, less the amount of any indemnification payment made pursuant to
subsection 1.6.

            (e) The indemnity agreements contained herein shall be in addition
to any other rights to indemnification or contribution which any Indemnified
Party may have pursuant to law or contract and shall remain operative and in
full force and effect regardless of any investigation made or omitted by, or on
behalf of, any Indemnified Party and shall survive the transfer of the
Registrable Securities by any such party.

            1.7 Information by Holder. Any Holder or Holders of Registrable
Securities included in any registration shall promptly furnish to the Company
such information regarding such Holder or Holders and the distribution proposed
by such Holder or Holders as the Company may reasonably request and as shall be
required in connection with any registration, qualification or compliance
referred to herein.

            1.8 Rule 144 Reporting. With a view to making available to Holders
the benefits of certain rules and regulations of the SEC which may permit the
sale of the Registrable Securities to the public without registration, the
Company agrees at all times to:

                  (a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144, after 90 days after the effective
date of the first registration filed by the Company for an offering of its
securities to the general public;

                  (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act
(at any time after it has become subject to such reporting requirements); and

                  (c) so long as a Holder owns any Registrable Securities, to
furnish to such Holder forthwith upon receipt of a written request a written
statement by the Company as to its compliance with the reporting requirements of
said Rule 144 (at any time after 90 days after the effective date of the first
registration statement filed by the Company for an offering of its securities to
the general public), and of the Securities Act and the Exchange Act (at any time
after it has become subject to such reporting requirements), a copy of the most
recent annual or quarterly report of the Company, and such other reports and
documents so filed by the Company as the Holder may reasonably request in
complying with any rule or regulation of the SEC allowing the Holder to sell any
such securities without registration.



            1.9 Transfer of Registration Rights. Holders' rights to cause the
Company to register their securities and keep information available, granted to
them by the Company under subsections 1.2, 1.3 and 1.8, may be assigned to a
transferee or assignee of (i) at least 100,000 shares (as adjusted for stock
splits, stock dividends, recapitalizations and like events), (ii) the transfer
is in connection with the transfer of all the Registrable Securities of a
Holder, or (iii) to any constituent partners or members of a Holder which is a
partnership or limited liability company, or to affiliates (as such term is
defined in SEC Rule 405) of a Holder, provided, that (a) the Company is given
written notice by such Holder at the time of or within a reasonable time after
said transfer, stating the name and address of said transferee or assignee, and
identifying the securities with respect to which such registration rights are
being assigned; (b) the assignee or transferee of such rights agrees in writing
to be bound by the terms and conditions of this Agreement, and (c) solely as to
transfers pursuant to clause (iii) above, any transferees or assignees agree to
act through a single representative. The Company may prohibit the transfer of
any Holders' rights under this subsection 1.9 to any proposed transferee or
assignee who the Company reasonably believes is a competitor of the Company, or
when such transfer may violate applicable securities laws. Notwithstanding
anything else in this subsection 1.9, any Holder may transfer rights to a
transferee of a Holder's Registrable Securities if such transferee is a partner,
member or shareholder or a retired partner, member or shareholder of such
Holder.

            1.10 "Market Stand-Off" Agreement. Each Holder hereby agrees that,
during the period of duration (not to exceed 180 days) specified by the Company
and an underwriter of common stock or other securities of the Company following
the effective date of an IPO, it shall not, to the extent requested by the
Company and such underwriter, directly or indirectly sell, offer to sell,
contract to sell (including, without limitation, any short sale), grant any
option to purchase, pledge or otherwise transfer or dispose of (other than to
donees who agree to be similarly bound) any securities of the Company held by it
at any time during such period except common stock included in such
registration. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each
Holder (and the shares of securities of every other person subject to the
foregoing restriction) until the end of such period.

            1.11 Delay of Registration. No Holder shall have any rights to take
any actions to restrain, enjoin, or otherwise delay any registration as the
result of any controversy that might arise with respect to the interpretation or
implementation of this Section 1.

            1.12 Termination of Registration Rights. No Holder shall be entitled
to exercise any right provided for in this Section 1 at any time, and the
obligations of the Company to a Holder under this Section 1 shall terminate with
respect to such Holder, when such Holder may sell all its Registrable Securities
in a three (3) month period under Rule 144 of the Act.

      2. General.

            2.1 Waivers and Amendments. With the written consent of the record
holders of at least a majority of the Registrable Securities, the obligations of
the Company and the rights of the parties under this Agreement may be waived
(either generally or in a particular instance, either retroactively or
prospectively, and either for a specified period of time or indefinitely), and
with the same consent the Company, when authorized by resolution of its Board of
Directors, may enter into a supplementary agreement for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement; provided, however, that no such modification, amendment or
waiver shall reduce the aforesaid percentage of Registrable Securities without
the consent of all of the Holders of the Registrable Securities. Upon the
effectuation of each such waiver, consent, agreement of amendment or
modification, the Company shall promptly give written notice thereof to the
record holders of the Registrable Securities or Qualified Holders, as the case
may be, who have not previously consented thereto in writing. This Agreement or
any provision hereof may be changed, waived, discharged or terminated only by a
statement in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, except to the extent
provided in this subsection 3.1.



            2.2 Governing Law. This Agreement shall be governed in all respects
by the laws of the State of California without regard the principles of
conflicts of law thereof.

            2.3 Consent to Jurisdiction. The Company and each Holder (i) hereby
irrevocably submit to the non-exclusive jurisdiction of the United States
District Court for the Southern District of California and the courts of the
State of California located in the City of San Diego, California, for the
purposes of any suit, action or proceeding arising out of or relating to this
Agreement or the Subscription Agreement, and (ii) hereby waive, and agree not to
assert in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such court, that the suit, action or
proceeding is brought in an inconvenient forum or that the venue of the suit,
action or proceeding is improper. The Company and each Holder consent to process
being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing in this Section 2.3 shall affect or limit any right
to serve process in any other manner permitted by law.

            2.4 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.

            2.5 Entire Agreement. Except as set forth below, this Agreement and
the other documents delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof, and this Agreement shall supersede and cancel all prior
agreements between the parties hereto with regard to the subject matter hereof.

            2.6 Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be delivered by overnight
courier service or mailed by first class mail, postage prepaid, certified or
registered mail, return receipt requested, addressed (a) if to any Purchaser, at
such party's address as set forth in the Company's records, or at such other
address as such party shall have furnished to the Company in writing, or (b) if
to the Company, at such address as the Company shall have furnished to the
Purchaser in writing.

            2.7 Severability. In case any provision of this Agreement shall be
invalid, illegal, or unenforceable, the validity, legality and enforceability of
the remaining provisions of this Agreement or any provision of the other
Agreement s shall not in any way be affected or impaired thereby.

            2.8 Titles and Subtitles. The titles of the sections and subsections
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.



            2.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

                       ----- SIGNATURES ON NEXT PAGE -----



      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date set forth underneath their respective signatures below.

"COMPANY"

World Waste Technologies, Inc.,
a California corporation

By:
   ------------------------------------------

Print:
      ---------------------------------------

Date: _________________________________, 2004

"HOLDER"

By:
   ------------------------------------------

Print:
      ---------------------------------------

Date:  ______________________________, 2004



                                    EXHIBIT A
                                   PURCHASERS

Names and Addresses   Number of Shares   Number of Warrants      Dollar Amount
  of Purchasers          Purchased           Purchased         of Purchase Price
  -------------          ---------           ---------         -----------------


                                      A-1

                                    EXHIBIT B
                              PLAN OF DISTRIBUTION

      We are registering the shares of common stock on behalf of the selling
stockholders. The common stock may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of sale, at prices related to
the prevailing market prices, at varying prices determined at the time of sale,
or at negotiated prices. These sales may be effected at various times in one or
more of the following transactions:

      o     transactions on the NASDAQ Stock Market or on any national
            securities exchange or U.S. inter-dealer system of a registered
            national securities association on which the common stock and the
            warrants may be listed or quoted at the time of sale;

      o     in the over-the-counter market;

      o     in private transactions and transactions otherwise than on these
            exchanges or systems or in the over-the-counter market;

      o     through a combination of any of the above transactions.

      The selling stockholders and their successors, including their
transferees, pledgees or donees or their successors, may sell the common stock
directly to purchasers or through underwriters, broker-dealers or agents, who
may receive compensation in the form of discounts, concessions or commissions
from the selling stockholders or the purchasers. These discounts, concessions or
commissions as to any particular underwriter, broker-dealer or agent may be in
excess of those customary in the types of transactions involved.

      In addition, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus.

      The selling stockholders also may transfer the shares of common stock in
other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this
prospectus and may sell the shares of common stock from time to time under this
prospectus after we have filed an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending the list
of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus.

      The selling stockholders and any broker-dealers or agents that are
involved in selling the shares of common stock may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the shares of common stock purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.

      We entered into a registration rights agreement for the benefit of the
selling stockholders to register the common stock under applicable federal and
state securities laws. The registration rights agreement provides for
cross-indemnification of the selling stockholders and us and our respective
directors, officers and controlling persons against specific liabilities in
connection with the offer and sale of the common stock, including liabilities
under the Securities Act. We will pay substantially all of the expenses incurred
by the selling stockholders incident to the registration of the common stock.


                                       2


      The selling stockholders have advised us that they have not entered into
any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares of common stock, nor is there
an underwriter or coordinating broker acting in connection with a proposed sale
of shares of common stock by any selling stockholder. If we are notified by any
selling stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares of common stock, if required, we will file
a supplement to this prospectus. If the selling stockholders use this prospectus
for any sale of the shares of common stock, they will be subject to the
prospectus delivery requirements of the Securities Act.

      The anti-manipulation rules of Regulation M under the Securities Exchange
Act may apply to sales of our common stock and activities of the selling
stockholders.


                                       3

EX-10.3

                                                                    EXHIBIT 10.3

                                WARRANT AGREEMENT

      THIS WARRANT AGREEMENT (this "Agreement") is made and entered into as of
_______________________, 2004, between World Waste Technologies, Inc., a
California corporation (the "Company"), and ____________________________
("Holder").

                                    RECITALS

      WHEREAS, the Company proposes to issue to Holder __________________
(_______) warrants (the "Warrants"), each such Warrant entitling the holder
thereof to purchase one share of common stock, no par value, of the Company (the
"Shares" or the "Common Stock"); and

      WHEREAS, the Warrants which are the subject of this Agreement will be
issued by the Company to Holder as part of consideration related to a private
placement investment made by Holder in the Company.

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:

                                    AGREEMENT

      1. Warrant Certificates. The warrant certificates to be delivered pursuant
to this Agreement (the "Warrant Certificates") shall be in the form set forth in
Exhibit A, attached hereto and made a part hereof, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Warrant Agreement.

      2. Right to Exercise Warrants. Each Warrant may be exercised from the date
of this Agreement until 11:59 P.M. (Eastern Standard Time) on the date that is
five (5) years after the date of this Agreement (the "Expiration Date"). Each
Warrant not exercised on or before the Expiration Date shall expire.

      Each Warrant shall entitle its holder to purchase from the Company one
share of Common Stock (each an "Exercise Share") at an exercise price of $0.01
per share, subject to adjustment as set forth below ("Exercise Price").

      The Company shall not be required to issue fractional shares of Common
Stock upon the exercise of this Warrant or to deliver Warrant Certificates which
evidence fractional shares of capital stock. In the event that a fraction of an
Exercise Share would, except for the provisions of this paragraph 2, be issuable
upon the exercise of this Warrant, the Company shall pay to the Holder
exercising the Warrant an amount in cash equal to such fraction multiplied by
the current market value of the Exercise Share. For purposes of this paragraph
2, the current market value shall be determined as follows:

            (a) if the Shares are traded in the over-the-counter market and not
on any national securities exchange and not in the NASDAQ Reporting System, the
average of the mean between the last bid and asked prices per share, as reported
by the National Quotation Bureau, Inc., or an equivalent generally accepted
reporting service, for the last business day prior to the date on which the
Warrant is exercised, or, if not so reported, the average of the closing bid and
asked prices for a Share as furnished to the Company by any member of the
National Association of Securities Dealers, Inc., selected by the Company for
that purpose.

            (b) if the Shares are listed or traded on a national securities
exchange or in the NASDAQ Reporting System, the closing price on the principal
national securities exchange on which they are so listed or traded or in the
NASDAQ Reporting System, as the case may be, on the last business day prior to
the date of the exercise of the Warrant. The closing price referred to in this
Clause (b) shall be the last reported sales price or, in case no such reported
sale takes place on such day, the average of the reported closing bid and asked
prices, in either case on the national securities exchange on which the Shares
are then listed on in the NASDAQ Reporting System; or


                                     1 of 5


            (c) if no such closing price or closing bid and asked prices are
available, as determined in any reasonable manner as may be prescribed by the
Board of Directors of the Company.

      3. Mutilated or Missing Warrant Certificates. In case any of the Warrant
Certificates shall be mutilated, lost, stolen or destroyed prior to the
Expiration Date, the Company shall issue and deliver, in exchange and
substitution for and upon cancellation of the mutilated Warrant Certificate, or
in lieu of and in substitution for the Warrant Certificate lost, stolen or
destroyed, a new Warrant Certificate of like tenor and representing an
equivalent right or interest.

      4. Reservation of Shares. The Company will at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued Shares or its authorized and issued Shares held in its treasury for
the purpose of enabling it to satisfy its obligation to issue Exercise Shares
upon exercise of Warrants, the full number of Exercise Shares deliverable upon
the exercise of all outstanding Warrants.

      The Company covenants that all Exercise Shares which may be issued upon
exercise of Warrants will be validly issued, fully paid and non-assessable
outstanding Shares of the Company.

      5. Rights of Holder. The Holder shall not, by virtue of anything contained
in this Warrant Agreement or otherwise, prior to exercise of this Warrant, be
entitled to any right whatsoever, either in law or equity, of a stockholder of
the Company, including without limitation, the right to receive dividends or to
vote or to consent or to receive notice as a stockholder in respect of the
meetings of stockholders or the election of directors of the Company of any
other matter.

      6. Investment Intent; Accredited Investor. Holder represents and warrants
to the Company that Holder is acquiring the Warrants for investment purposes and
with no present intention of distributing or reselling any of the Warrants.
Holder represents that it is an "accredited investor" within the meaning of Rule
501 of Regulation D under the Securities Act (the "Act") and has executed and
delivered the Investment Representation Statement that accompanies this
Agreement.

      7. Certificates to Bear Legend. The Warrants and the certificate or
certificates therefore shall bear the following legend by which each holder
shall be bound:

      "THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED
      OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER
      SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL, REASONABLY
      SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS
      NOT REQUIRED."

            The Exercise Shares and the certificate or certificates evidencing
any such Exercise Shares shall bear the following legend:

      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR
      TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
      THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE."

      Certificates for Warrants or Exercise Shares, as the case may be, without
such legend shall be issued if such Warrants or Exercise Shares are sold
pursuant to an effective registration statement under the Act or if the Company
has received an opinion from counsel reasonably satisfactory to counsel for the
Company that such legend is no longer required under the Act.


                                     2 of 5


      8. Adjustment of Number of Shares and Class of Capital Stock Purchasable.
The number of Exercise Shares and class of capital stock purchasable under this
Warrant are subject to adjustment from time to time as set forth in this Section
8.

            (a) Adjustment for Change in Capital Stock. If the Company:

                  (i)   pays a dividend or makes a distribution on its Common
                        Stock, in each case, in shares of its Common Stock;

                  (ii)  subdivides its outstanding shares of Common Stock into a
                        greater number of shares;

                  (iii) combines its outstanding shares of Common Stock into a
                        smaller number of shares;

                  (iv)  makes a distribution on its Common Stock in shares of
                        its capital stock other than Common Stock; or

                  (v)   issues by reclassification of its shares of Common Stock
                        any shares of its capital stock;

then the number and classes of Exercise Shares purchasable upon exercise of each
Warrant in effect immediately prior to such action shall be adjusted so that the
holder of any Warrant thereafter exercised may receive the number and classes of
shares of capital stock of the Company which such holder would have owned
immediately following such action if such holder had exercised the Warrant
immediately prior to such action.

            For a dividend or distribution the adjustment shall become effective
immediately after the record date for the dividend or distribution. For a
subdivision, combination or reclassification, the adjustment shall become
effective immediately after the effective date of the subdivision, combination
or reclassification.

            If after an adjustment the holder of a Warrant upon exercise of it
may receive shares of two or more classes of capital stock of the Company, the
Board of Directors of the Company shall in good faith determine the allocation
of the adjusted Exercise Price between or among the classes of capital stock.
After such allocation, that portion of the Exercise Price applicable to each
share of each such class of capital stock shall thereafter be subject to
adjustment on terms comparable to those applicable to the Exercise Shares in
this Agreement. Notwithstanding the allocation of the Exercise Price between or
among shares of capital stock as provided by this Section 8(a), a Warrant may
only be exercised in full by payment of the entire Exercise Price in effect at
the time of such exercise.

            (b) Consolidation, Merger or Sale of the Company. If the Company is
a party to a consolidation, merger or transfer of assets which reclassifies or
changes its outstanding Common Stock, the successor corporation (or corporation
controlling the successor corporation or the Company, as the case may be) shall
by operation of law assume the Company's obligations under this Agreement. Upon
consummation of such transaction, the Warrants shall automatically become
exercisable for the kind and amount of securities, cash or other assets which
the holder of a Warrant would have owned immediately after the consolidation,
merger or transfer if the holder had exercised the Warrant immediately before
the effective date of such transaction. As a condition to the consummation of
such transaction, the Company shall arrange for the person or entity obligated
to issue securities or deliver cash or other assets upon exercise of the Warrant
to, concurrently with the consummation of such transaction, assume the Company's
obligations hereunder by executing an instrument so providing and further
providing for adjustments which shall be as nearly equivalent as may be
practical to the adjustments provided for in this Section 8.


                                     3 of 5


      9. Successors. All the covenants and provisions of this Agreement by or
for the benefit of the Company or Holder shall bind and inure to the benefit of
their respective successor and assigns hereunder.

      10. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all proposes be deemed to
be an original, and such counterparts shall together constitute by one and the
same instrument.

      11. Notices. All notices or other communications under this Agreement
shall be in writing and shall be deemed to have been given if delivered by hand
or mailed by certified mail, postage prepaid, return receipt requested,
addressed as follows: if to the Company: World Waste Technologies, Inc., 13520
Evening Creek Drive North, Suite 130, San Diego, CA 92128, Attention: Chief
Executive Officer, and to the Holder: at the address of the Holder appearing on
the books of the Company or the Company's transfer agent, if any.

      Either the Company or the Holder may from time to time change the address
to which notices to it are to be mailed hereunder by notice in accordance with
the provisions of this Paragraph 11.

      12. Supplements and Amendments. The Company may from time to time
supplement or amend this Agreement without the approval of any Holders in order
to cure any ambiguity or to be correct or supplement any provision contained
herein which may be defective or inconsistent with any other provision, or to
make any other provisions in regard to matters or questions herein arising
hereunder which the Company may deem necessary or desirable and which shall not
materially adversely affect the interest of the Holder.

      13. Severability. If for any reason any provision, paragraph or term of
this Agreement is held to be invalid or unenforceable, all other valid
provisions herein shall remain in full force and effect and all terms,
provisions and paragraphs of this Agreement shall be deemed to be severable.

      14. Governing Law, Venue Consent to Jurisdiction. This Agreement shall be
deemed to be a contract made under the laws of the State of California and for
all purposes shall be governed and construed in accordance with the laws of said
State. The Company and each Holder (i) hereby irrevocably submit to the
non-exclusive jurisdiction of the United States District Court for the Southern
District of California and the courts of the State of California located in the
City of San Diego, California, for the purposes of any suit, action or
proceeding arising out of or relating to this Agreement or the Subscription
Agreement, and (ii) hereby waive, and agree not to assert in any such suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of such court, that the suit, action or proceeding is brought in an
inconvenient forum or that the venue of the suit, action or proceeding is
improper. The Company and each Holder consent to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the
address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. Nothing in this Section 14 shall affect or limit any right to serve
process in any other manner permitted by law.

      15. Headings. Paragraphs and subparagraph headings, used herein are
included herein for convenience of reference only and shall not affect the
construction of this Agreement nor constitute a part of this Agreement for any
other purpose.


                                     4 of 5


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the date and year first above written.

COMPANY                                HOLDER:
WORLD WASTE TECHNOLOGIES, INC.
                                       -----------------------------------------

By:                                    By:
   ----------------------------            -------------------------------------

Name:                                  Name:
   ----------------------------             ------------------------------------

                                       Tax ID:
                                              ----------------------------------

                                       Address:
                                               ---------------------------------

                                               ---------------------------------

                                               ---------------------------------

                                        Fax:
                                            ------------------------------------


                                     5 of 5


                                                                       EXHIBIT A

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT
TO RULE 144 OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION
AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

                           WARRANT TO PURCHASE SHARES
                               OF COMMON STOCK OF
                          WORLD WASTE TECHNOLOGIES, INC


Initial Number of Shares:         ______________
Initial Exercise Price:           $0.01 per share
Date of Grant:                    _____________________, 2004
Expiration Date:                  _____________________, 2009

THIS CERTIFIES THAT, ______________________, or any person or entity to whom the
interest in this Warrant is lawfully transferred ("Holder") is entitled to
purchase the above number (as adjusted pursuant to Section 4 hereof) of fully
paid and non-assessable shares of the Common Stock (the "Shares") of World Waste
Technologies, Inc., a California corporation (the "Company), having an Initial
Exercise Price as set forth above, subject to the provisions and upon the terms
and conditions set forth herein and in the Warrant Agreement dated
__________________________, 2004. The exercise price, as adjusted from time to
time as provided herein, is referred to as the "Exercise Price."

      1. Term. The purchase right represented by this Warrant is exercisable, in
whole or in part, at any time commencing on the Date of Grant and ending on the
Expiration Date, after which time the Warrant shall be void.

      2. Method of Exercise; Payment; Issuance of New Warrant. Subject to
Section 1 hereof, the right to purchase Shares represented by this Warrant may
be exercised by Holder, in whole or in part, for the total number of Shares
remaining available for exercise by the surrender of this Warrant (with the
notice of exercise form attached hereto as Exhibit A duly executed) at the
principal office of the Company and by the payment to the Company, by check made
payable to the Company drawn on a United States bank and for United States
funds, or by delivery to the Company of evidence of cancellation of indebtedness
of the Company to such Holder, of an amount equal to the then applicable
Exercise Price per share multiplied by the number of Shares then being purchased
or by net exercise pursuant to Section 6 hereof. In the event of any exercise of
the purchase right represented by this Warrant, certificates for the Shares so
purchased shall be promptly delivered to Holder and, unless this Warrant has
been fully exercised or has expired, a new Warrant representing the portion of
the Shares, if any, with respect to which this Warrant shall not then have been
exercised shall also be promptly delivered to Holder.

      3. Exercise Price. The Exercise Price at which this Warrant may be
exercised shall be the Initial Exercise Price, as adjusted from time to time
pursuant to Section 4 hereof.

      4. Reclassification, Reorganization, Consolidation or Merger. In the case
of any reclassification of the Shares, or any reorganization, consolidation or
merger of the Company with or into another corporation (other than a merger or
reorganization with respect to which the Company is the continuing corporation
and which does not result in any reclassification of the Shares), the Company,
or such successor corporation, as the case may be, shall execute a new warrant
providing that the Holder shall have the right to exercise such new warrant and
upon such exercise to receive, in lieu of each Share theretofore issuable upon
exercise of this Warrant, the number and kind of securities, money and property
receivable upon such reclassification, reorganization, consolidation or merger
by a holder of Shares for each Share. Such new warrant shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 4 including, without limitation,
adjustments to the Exercise Price and to the number of Shares issuable upon
exercise of this Warrant. The provisions of this Section 4 shall similarly apply
to successive reclassifications, reorganizations, consolidations or mergers.


                                     1 of 4


      5. Transferability and Negotiability of Warrant. This Warrant may not be
transferred or assigned in whole or in part without compliance with applicable
federal and state securities laws by the transferor and the transferee
(including, without limitation, the delivery of investment representation
letters and legal opinions reasonably satisfactory to the Company, if reasonably
requested by the Company). Subject to the provisions of this Section 5, title to
this Warrant may be transferred in the same manner as a negotiable instrument
transferable by endorsement and delivery.

      6. Net Exercise. In lieu of exercising this Warrant for cash, the Holder
may elect to exchange this Warrant for Shares equal to the value of this Warrant
by surrender of this Warrant, together with notice of such election, at the
principal office of the Company, in which event the Company shall issue to the
holder a number of Shares computed using the following formula:

                                  X = Y (A-B)
                                      -------
                                         A
         Where  :

            X= the number of Shares to be issued to the holder.
            Y= the number of Shares purchasable under this Warrant.
            A= value per share of one Share determined in accordance with
            Section 2 of the Warrant Agreement.
            B= the Exercise Price (as adjusted).

      7. Miscellaneous. The Company covenants that it will at all times reserve
and keep available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of Shares to permit the exercise hereof in full. Such Shares,
when issued in compliance with the provisions of this Warrant and the Company's
Certificate of Incorporation, will be duly authorized, validly issued, fully
paid and non-assessable. No Holder of this Warrant, as such, shall, prior to the
exercise of this Warrant, be entitled to vote or receive dividends or be deemed
to be a stockholder of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon Holder, as such, any rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action, receive notice of meetings, receive dividends or subscription
rights, or otherwise. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction, upon delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation, upon surrender and cancellation of such Warrant,
the Company at its expense will execute and deliver, in lieu thereof, a new
Warrant of like date and tenor. The terms and provisions of this Warrant shall
inure to the benefit of, and be binding upon, the Company and the Holder hereof
and their respective successors and assigns. This Warrant shall be governed by
and construed under the laws of the State of California.

Holder:                                Company:
                                       World Waste Technologies,
- ------------------------------         a California Corporation


By:                                    By:
   ---------------------------            --------------------------------------


Name:                                  Name:
     -------------------------              ------------------------------------


                                     2 of 4


                               NOTICE OF EXERCISE

TO: WORLD WASTE TECHNOLOGIES, INC.


      1. The undersigned hereby elects to purchase _________ shares of the
Common Stock of WORLD WASTE TECHNOLOGIES, INC. pursuant to the terms of the
attached Warrant, and tenders herewith payment of the purchase price of such
shares in full, together with all applicable transfer taxes, if any.

      2. The undersigned hereby elects to purchase __________ shares of the
Common Stock of WORLD WASTE TECHNOLOGIES, INC. pursuant to the terms of the
attached Warrant on a net exercise basis in accordance with Section 6.

      3. Please issue a certificate or certificates representing said shares of
the Common Stock in the name of the undersigned or in such other name as is
specified below:


                                       Name:
                                            ------------------------------------

                                       Tax ID:
                                              ----------------------------------

                                       Address:
                                              ----------------------------------


                                              ----------------------------------

                                              ----------------------------------

                                              ----------------------------------

                                              ----------------------------------

                                       Signed:
                                              ----------------------------------

                                       Date:
                                            ------------------------------------


                                     3 of 4


                       INVESTMENT REPRESENTATION STATEMENT


PURCHASER        :      ____________________________________
COMPANY          :      WORLD WASTE TECHNOLOGIES, INC.
SECURITY         :      COMMON STOCK
AMOUNT           :      ____________________________________
DATE             :      ____________________________________

      In connection with the purchase of the above-listed Securities, I, the
Purchaser, represent to the Company the following:

      (a) I am aware of the Company's business affairs and financial condition,
and have acquired sufficient information about the Company to reach an informed
and knowledgeable decision to acquire the Securities. I am purchasing these
Securities for my own account for investment purposes only and not with a view
to, or for the resale in connection with, any "distribution" thereof for
purposes of the Securities Act of 1933 ("Securities Act").

      (b) I understand that the Securities have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of my investment intent
as expressed herein.

      (c) I further understand that the Securities must be held indefinitely
unless subsequently registered under the Securities Act or unless an exemption
from registration is otherwise available. In addition, I understand that the
certificate evidencing the Securities will be imprinted with a legend which
prohibits the transfer of the Securities unless they are registered or such
registration is not required in the opinion of counsel for the Purchaser
satisfactory to the Company or receipt of a no-action letter from the Securities
and Exchange Commission.

      (d) I am aware of the provisions of Rule 144, promulgated under the
Securities Act, which, in substance, permits limited public resale of
"restricted securities" acquired, directly or indirectly, from the issuer
thereof (or from an affiliate of such issuer), in a non-public offering subject
to the satisfaction of certain conditions, if applicable, including, among other
things: the availability of certain public information about the Company; the
resale occurring not less than one year after the party has purchased and paid
for the securities to be sold; the sale being made through a broker in an
unsolicited "broker's transaction" or in transactions directly with a market
maker (as said term is defined under the Securities Exchange Act of 1934); and
the amount of securities being sold during any three month period not exceeding
the specified limitations stated therein.

      (e) I further understand that at the time I wish to sell the Securities
there may be no public market upon which to make such a sale, and that, even if
such a public market then exists, the Company may not be satisfying the current
public information requirements of Rule 144, and that, in such event, I may be
precluded from selling the Securities under Rule 144 even if the one-year
minimum holding period had been satisfied.

      (f) I further understand that in the event all of the requirements of Rule
144 are not satisfied, registration under the Securities Act, compliance with
Regulation A, or some other registration exemption will be required; and that,
notwithstanding the fact that Rule 144 is not exclusive, the Staff of the SEC
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rule 144 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk.


Date:  ________________, 2004             ________________________________
                                          Purchaser


                                     4 of 4

EX-10.4