10KSB

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                   FORM 10-KSB
                             ----------------------

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the fiscal year ended December 31, 2004

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the transition period from ______ to ______

                         Commission file number: 1-11476

                         WORLD WASTE TECHNOLOGIES, INC.
                 (Name of small business issuer in its charter)

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

                 California                            95-3977501
        (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)           Identification Number)

13250 Evening Creek Drive, San Diego, California              92128
   (Address of principal executive offices)                 (Zip Code)

                    Issuer's telephone number: (858) 391-3400

Securities registered under Section 12(b) of the Act: None.

Securities registered under Section 12(g) of the Act: Common Stock, $.001 par
value.

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes |X|
No |_|

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S B
is not contained in this form, and no disclosure will be contained, to the best
of the issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10 KSB or any amendment to
this Form 10 KSB. |_|

Issuer's revenues for its most recent fiscal year:  $0

Aggregate market value of voting stock held by non-affiliates of the Issuer as
of March 15, 2005 was approximately $66,760,676,

There were 24,413,692 shares of the Company's common stock outstanding on March
15, 2004.

Transitional Small Business Disclosure Format:  Yes |_|   No |X|

Documents Incorporated by Reference:  None



                                Table of Contents



                                                                                                                 Page
                                                                                                                 ----

                                                                                                              
PART I............................................................................................................1

     ITEM 1.      DESCRIPTION OF BUSINESS.........................................................................1

     ITEM 2.      DESCRIPTION OF PROPERTY.........................................................................1

     ITEM 3.      LEGAL PROCEEDINGS...............................................................................1

     ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............................................1


PART II...........................................................................................................1

     ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........................................1

     ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.......................................1

     ITEM 7.      FINANCIAL STATEMENTS............................................................................1

     ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE............1


PART III..........................................................................................................1

     ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
                  16(A) OF THE EXCHANGE ACT.......................................................................1

     ITEM 10.     EXECUTIVE COMPENSATION..........................................................................1

     ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
                  MATTERS.........................................................................................1

     ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................................................1

     ITEM 13.     EXHIBITS........................................................................................1

     ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES..........................................................1


FINANCIAL STATEMENTS..........................................................................................F - 1



                                       i


Introductory Comment

      Throughout this annual report on Form 10-KSB, the terms "World Waste",
"WWT", "we", "us", "our", the "Company" and "our Company" refer to World Waste
Technologies, Inc., a California corporation formerly known as Voice Powered
Technologies International, Inc., and, unless the context indicates otherwise,
also includes our subsidiary, World Waste Operations, Inc., a California
corporation.

Forward-Looking Statements

      This annual report contains forward-looking statements, which reflect the
views of our management with respect to future events and financial performance.
These forward-looking statements are subject to a number of uncertainties and
other factors that could cause actual results to differ materially from such
statements. Forward-looking statements are identified by words such as
"anticipates," "believes," "estimates," "expects," "plans," "projects,"
"targets" and similar expressions. Readers are cautioned not to place undue
reliance on these forward-looking statements, which are based on the information
available to management at this time and which speak only as of this date. Our
actual results may differ materially from results anticipated in these
forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. For a discussion of some of the factors that may cause
actual results to differ materially from those suggested by the forward-looking
statements, please read carefully the information under "Factors that May Affect
Future Results and Market Price of Our Stock".



                                     PART I
ITEM 1. DESCRIPTION OF BUSINESS

Overview

      World Waste Technologies, Inc. is a development stage company formed to
convert Residual Municipal Solid Waste ("RMSW") into valuable, reusable
commodities through the application of conventional and licensed proprietary
technology. At December 31, 2004, we were constructing a processing facility in
Anaheim, California for this purpose and administered our operations from our
office in San Diego, California.

      WWT is a California corporation with its corporate headquarters in San
Diego, California. Its telephone number is 858-391-3400.

Corporate History

      Voice Powered Technology International, Inc. ("VPTI"), a California
corporation incorporated on June 21, 1985, began active operations in January
1990 for the purpose of developing, marketing and distributing low-cost voice
recognition and voice activated products. From January 1990 until July 1992,
VPTI operated as a development stage enterprise. Effective March 31, 2001, VPTI
ceased business operations. Subsequent to ceasing operations, VPTI explored
potential business opportunities to acquire or merge with an entity with
existing operations, while continuing to file reports with the SEC.

      On August 24, 2004, World Waste Technologies, Inc., a privately owned
California corporation formed in February 2003 ("Old WWT"), was merged into a
wholly-owned subsidiary of VPTI. VPTI was thereafter renamed World Waste
Technologies, Inc. As part of the merger, the officers and directors of VPTI
resigned and the officers and directors of Old WWT became the officers and
directors of the Company. Immediately prior to the merger, VPTI did not conduct
any operations and had minimal assets and liabilities. Old WWT was created by
the merger of World Waste of America, Inc., a privately owned California
corporation formed in May 2002, into a wholly-owned subsidiary of Old WWT on
March 25, 2004.

      Our stock is quoted on the OTC Bulletin Board under the new symbol of
WDWT.OB.

      All regulatory filings and other historical information including stock
information prior to December 31, 2004 that applied to VPTI continue to apply to
us after the merger.

The World Waste Solution

      We are constructing a facility to convert RMSW into valuable, reusable
commodities through the application of conventional and licensed proprietary
technology. RMSW is garbage that has been initially sorted and processed at a
Material Recovery Facility ("MRF"). Our first operating facility ("Anaheim
Facility") is under construction in a leased facility on the campus of the
regional transfer facility in Anaheim, California of Taormina Industries
("Taormina"), a wholly-owned subsidiary of Republic Services, Inc. We have
entered into a contract with Taormina to supply us with RMSW ("Taromina
Agreement").

      Taormina is expected to deliver RMSW to us after sorting the garbage
(referred to as Municipal Solid Waste ("MSW") in its MRF. Typically, the sorting
process consists of the following steps: (1) MSW enters Taormina's MRF from
curbside collection vehicles where it is manually sorted to remove
non-recyclable items such as car batteries and tires; (2) the remaining waste is
then transported via conveyor lines where laborers manually remove up to
approximately 50% of salable commodities such as aluminum, steel, and cardboard;
(3) the residual waste, or RMSW, is then removed and deposited in a landfill.
Our solution, however, provides for the RMSW to be delivered to our facility for
further processing via a proprietary technology licensed by us.


                                       1


      We hold a license to proprietary technology which employs a process
generally known as "Pressurized Steam Classification". The type of pressurized
steam classification that we plan to use was developed at the University of
Alabama in Huntsville, and utilizes a sealed rotating vessel to combine steam,
heat, pressure and agitation to change the waste's physical composition.

      This Pressurized Steam Classification process converts paper, cardboard,
and paper packaging found in MSW into a sanitized cellulose fiber material which
can be screened and cleaned using conventional pulp recycling equipment. We
anticipate selling the resulting material, known as "wetlap pulp," as a raw
material for making new lower grade paper stocks such as liner board, corrugated
medium, and packaging. We also anticipate selling other inorganic, recyclable
materials such as aluminum, steel, and tin captured in the process, into
commodities markets.

      Our Anaheim Facility, currently under construction at Taormina's regional
transfer facility in Anaheim, California is expected to be capable of processing
approximately 500 tons per day of RMSW. We currently plan to build an additional
plant in the Anaheim area that will be capable of processing approximately 2,000
tons per day of RMSW, at which point we will have the capacity to process up to
approximately 2,500 tons per day, the total amount of RMSW deliverable by
Taormina under the Taromina Agreement. This larger plant is expected to be
replicated across future sites and provide significant economies of scale.

      Our ability to successfully complete construction of our Anaheim Facility
and any additional facility is subject to a number of contingencies, including
our ability to raise sufficient capital to fund these activities.

Our Planned Revenue

      Pursuant to our current business model, we anticipate our product and
services will result in three distinct revenue streams. First, under the terms
of the Taromina Agreement, Taormina has agreed to pay a "tipping fee" to us for
each ton of RMSW delivered to and processed by us. Second, our process is
expected to mechanically sort and collect standard recyclable materials such as
scrap steel, cans, and aluminum. These materials will be collected and sold to
Taormina for resale to commodities buyers. Third, our process is expected to
recover a cellulose fiber in the form of wet-lap pulp suitable for sale to paper
and board manufacturing facilities for incorporation into their products. The
cellulose fiber is currently anticipated to be suitable for unbleached grades of
paper which would include corrugating medium.

Our Anticipated Markets

      Once our Anaheim Facility is complete, we expect to provide processing
services to other companies and municipalities in addition to Taormina in the
Municipal Solid Waste ("MSW") industry. According to industry sources, the MSW
industry in the United States accounts for approximately $36 billion in spending
and is dominated by large MSW processors such as Waste Management, Inc., Allied
Waste Industries, Inc. and Republic Services, Inc. Many other smaller regional
companies and municipalities are also in the waste handling business. Most state
governments in the United States mandate that certain percentages of all MSW be
recycled. The State of California, where our headquarters is located and our
Anaheim Facility is under construction, currently mandates the highest standard
in the United States by requiring that 50% of all incoming MSW be diverted from
landfills. We believe that the trend in state law throughout the country is to
migrate toward the California standard of requiring 50% of all MSW to be
diverted from landfills. Accordingly, we anticipate providing our processing
services to MSW handlers looking for efficient ways to increase the percentage
of their recycled MSW.


                                       2


      Our Anaheim Facility is also expected to allow us to operate our
Pressurized Steam Classification process to produce a sanitized cellulose fiber
material, which once screened and cleaned using conventional paper recycling
equipment, is known as "wetlap pulp." This wetlap pulp can be sold as a raw
material for making new lower-grade paper stocks such as liner board, corrugated
medium, and packaging. Industry sources estimate the market for corrugated
medium in the United States to be $22 billion annually. Moreover, due to the
increased demand for packaging in China and India, export demand is expect to
grow from over 5 million tons today to over 7 million tons by 2010 and domestic
demand is expected to grow from 19 million tons in 2004 to over 20 million tons
by 2010.

      Our process is expected to mechanically sort and collect other inorganic
standard recyclable materials such as scrap steel, cans, and aluminum. These
materials are expected to be collected and sold to Taormina.

Sales and Marketing

      We currently plan to market our services to waste handlers, waste
collectors and municipalities, focusing on higher recycling rates, with the goal
of lowering use of the land fills and creating a cost savings for these
customers. We also plan to market our wetlap pulp to paperboard and packaging
mills as a raw material for making new lower-grade paper stocks such as liner
board, corrugated medium, and packaging, among other things. In addition, we
plan to sell the other inorganic standard recyclable materials such as scrap
steel, cans, and aluminum to Taormina for bailing and selling in the
marketplace.

      Other than the Taormina Agreement which requires Taormina to provide us
with up to 2,500 tons of waste per day and to pay us for every ton of RMSW that
we process, we currently do not have any agreements in place to market any of
our products or services. We currently expect to establish an in-house marketing
and sales program to promote our services. Alternatively, we may enter into
strategic alliances with larger companies. We currently expect that our services
and products will be marketed in the U.S.

The Taormina Agreement

      In June 2003, we entered into a 10-year contract with options for three
additional extensions of 5 years each, with Taormina Industries, a wholly-owned
division of Republic Services, Inc. The Taormina Agreement requires Taormina to
deliver up to 500 tons of RMSW per day to us for processing at our Anaheim
Facility currently under construction on the campus of Taormina in Anaheim, CA.
Under the terms of the Taormina Agreement, Taormina will pay a tipping fee per
ton of RMSW delivered to us. The second phase of the Taormina Agreement calls
for us to build a 2,000 tons per day plant in the Orange County area. The
Taormina Agreement also grants Taormina a right of first refusal to participate
in potential future projects in an additional 10 counties throughout California
where Taormina has operations. Our success is highly dependent on the ability of
both parties to the contract to fulfill their obligations, of which there can be
no assurance.

      The agreement allows Taormina to terminate in the event that, among other
things, we do not complete all permitting, approvals and construction of the
leased facility by September 8, 2005, and if we fail to occupy and use the
leased facility by September 8, 2005. While management believes that these
requirements will be met by September 8, 2005, there can be no assurance that we
will meet this deadline.

Competition

      We may be required to compete with numerous other products, technologies
and services that could be in use currently or are being developed by companies,
academic institutions and research institutions. These competitors consist of
both large established companies as well as small, single product or service
development stage companies. We expect competition from these companies as they
develop different and/or novel approaches to the processing of MSW. Some of
these approaches may directly compete with the products or services that we are
currently developing.


                                       3


      Three companies dominate the MSW industry in the United States: Waste
Management, Inc. (32% market share, with $11.5 billion in revenues); Allied
Waste Industries, Inc. (15% market share, with $5.25 billion in revenues); and
Republic Services, Inc. (7% share, with $2.52 billion in revenues). There are
also many smaller regional companies and municipalities in the waste handling
business. Although we do not view MSW haulers as competitors, but rather as
consumers for the services we plan to provide, such haulers would be competition
to the extent they make capital investments in material recovery facilities,
incineration, composting, or landfills rather than outsourcing through us. We
believe that the primary competitive factors in our industry are price,
reliability of service, and quality of recycling programs.

      Corrugated packaging and mixed waste companies may also be a source of
competition for us. Our process converts MSW into a sanitized cellulose fiber
material, which once screened and cleaned using conventional paper recycling
equipment, is known as "wetlap pulp." Wetlap pulp can be used by many paper
mills in the manufacture of corrugated cardboard and associated packaging
materials and other products. These paper mills also use other feedstocks such
as used cardboard, mix waste paper and virgin pulp in their mill processes. To
the extent that companies which provide other feedstocks which may include MRFs,
meet or exceed the demand of the mills for feedstock, they could have a negative
impact on the demand for our wetlap.

Regulation

      Our business is subject to extensive federal, state and local
environmental, health, safety and transportation laws and regulations. These
laws and regulations are administered by the Environmental Protection Agency
("EPA") and various other federal, state and local environmental, zoning,
transportation, land use, health and safety agencies in the United States and
various agencies in Canada. Many of these agencies regularly examine our
operations to monitor compliance with these laws and regulations and have the
power to enforce compliance, obtain injunctions or impose civil or criminal
penalties in case of violations.

      Because a major component of our business will be the processing of solid
waste in an environmentally sound manner, a portion of our capital expenditures
is related, either directly or indirectly, to environmental protection measures,
including compliance with federal, state or local provisions that regulate the
discharge of materials into the environment. There will be costs associated with
sighting, design, operations, monitoring, site maintenance, corrective actions,
and financial assurance of each facility that we plan to operate. In connection
with our development or expansion of a facility, we must often spend
considerable time, effort and money to obtain or maintain necessary required
permits and approvals. There cannot be any assurances that we will be able to
obtain or maintain necessary governmental approvals. Once obtained, operating
permits are subject to modification and revocation by the issuing agency.
Compliance with these and any future regulatory requirements could require us to
make significant capital and operating expenditures. At this time, other than
the necessary permit for wastewater discharge, we have all necessary permits to
operate our business as of today.

      The primary United States federal statutes affecting our business are
summarized below:

      The Resource Conservation and Recovery Act of 1976, as amended ("RCRA"),
regulates handling, transporting and disposing of hazardous and non-hazardous
wastes and delegates authority to the states to develop programs to ensure the
safe disposal of solid wastes. In 1991, the EPA issued its final regulations
under Subtitle D of RCRA, which set forth minimum federal performance and design
criteria for solid waste landfills. These regulations must be implemented by the
states, although states can impose requirements that are more stringent than the
Subtitle D standards. We expect to incur costs in complying with these standards
in the ordinary course of our operations.

      The Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended ("CERCLA"), which is also known as Superfund, provides for
federal authority to respond directly to releases or threatened releases of
hazardous substances into the environment. CERCLA's primary means for addressing
such releases is to impose liability for cleanup of disposal sites upon current
and former site owners and operators, generators of the hazardous substances at
the site and transporters who selected the disposal site and transported
substances to the site. Liability under CERCLA is not dependent on the
intentional disposal of hazardous substances; it can be based upon the release
or threatened release, even as a result of lawful, unintentional and
non-negligent action, of hazardous substances as the term is defined by CERCLA
and other applicable statutes and regulations.


                                       4


      The Federal Water Pollution Control Act of 1972 (the "Clean Water Act")
regulates the discharge of pollutants into streams, rivers, groundwater, or
other surface waters from a variety of sources. If run-off from our operations
may be discharged into surface waters, the Clean Water Act would require us to
apply for and obtain discharge permits, conduct sampling and monitoring, and,
under certain circumstances, reduce the quantity of pollutants in those
discharges. In addition, if a landfill or a transfer station discharges
wastewater through a sewage system to a publicly owned treatment works, the
facility must comply with discharge limits imposed by the treatment works. The
Clean Water Act provides for civil, criminal and administrative penalties for
violations of its provisions.

      The Clean Air Act of 1970, as amended, provides for increased federal,
state and local regulation of the emission of air pollutants. The Clean Air Act
would apply to certain of our planned operations, including solid waste
landfills and waste collection vehicles.

      The Occupational Safety and Health Act of 1970, as amended ("OSHA"),
establishes certain employer responsibilities, including maintenance of a
workplace free of recognized hazards likely to cause death or serious injury,
compliance with standards promulgated by the Occupational Safety and Health
Administration, and various record keeping, disclosure and procedural
requirements.

      There are also various state or local regulations that affect our
operations. Sometimes states' regulations are more strict than comparable
federal laws and regulations.

      Many states, provinces and local jurisdictions have enacted "fitness" laws
that allow the agencies that have jurisdiction over waste services contracts or
permits to deny or revoke these contracts or permits based on the applicant or
permit holder's compliance history. Some states, provinces and local
jurisdictions go further and consider the compliance history of the parent,
subsidiaries or affiliated companies, in addition to the applicant or permit
holder. These laws authorize the agencies to make determinations of an applicant
or permit holder's fitness to be awarded a contract to operate, and to deny or
revoke a contract or permit because of unfitness, unless there is a showing that
the applicant or permit holder has been rehabilitated through the adoption of
various operating policies and procedures put in place to assure future
compliance with applicable laws and regulations.

Research and Development

      During 2003 and 2004, we spent an aggregate amount of $493,416 on research
and development activities.

Intellectual Property

      On June 21, 2002, we entered into a U.S. technology license agreement with
Bio-Products International, Inc., an Alabama corporation, with respect to
several patents and other related intellectual property relating to the methods
and processes developed by the University of Alabama in Huntsville. The
technology was designed to provide for the processing and separation of material
contained in MSW. This unique process treats MSW with a combination of time,
temperature and pressure. Temperatures of several hundred degrees sterilize the
material and the pressure, and agitation causes a pulping action. This
combination is designed to result in a large volume reduction, yielding
high-density, sterilized product. The majority of the material is a biomass
cellulose with significant papermaking fiber content that may be sold to
container board plants after a minimal screening and cleaning process. The most
recent patent includes the capturing of all Volatile Organic Compounds and was
granted by the United States Patent and Trademark Office in October 2001.


                                       5


      The University of Alabama in Huntsville ("UAH") currently holds the patent
for the technology. This patent was licensed to Bio-Products International, Inc.
("BPI") and this license was sub-licensed to us for commercialization in the
United States. Under the license agreement, we paid an upfront license fee and
currently pay a monthly fee for technical services. We are also required to pay
royalties based on the tons of waste processed utilizing the technology as well
as a royalties based on the sales price of fiber products recovered from the
process.

      The license extends until the expiration date of the last patent issued to
Bio-Products and/or the University of Alabama in Huntsville covering the
technology, which is expected to occur on October 23, 2021. In the license with
the UAH BPI is required to continue to make certain payments to UAH to maintain
exclusivity.

Employees

      As of March 15, 2005, we employed seven persons. There are four members in
our executive management team and three persons employed in operations and
administration. We are not a party to any collective bargaining agreements. We
have not experienced work stoppages and we believe that our relationship with
our employees is good.

ITEM 2. DESCRIPTION OF PROPERTY

      Our principal executive offices are in San Diego, California, where we
lease approximately 1,700 square feet under a lease expiring in March 2006. We
are currently constructing a plant on leased real property in Anaheim,
California, which covers an approximately 30,000 square feet building and
expires in July 2014 which we have the option to renew 3 times for 5 year
periods each.

ITEM 3. LEGAL PROCEEDINGS

      On December 11, 2003, Reid and Simi Jilek (the "Jileks") filed a complaint
against Steve Racoosin, World Waste of California, Inc., World Waste
International, Inc., and Environmental Technologies Corporation ("ETC") in the
Superior Court of California, County of San Diego, Central Judicial District,
alleging breach of contract, securities violations, and fraud and seeking
monetary damages and injunctive relief (the "Litigation"). The Jileks amended
their complaint to eliminate the securities violations cause of action and on
March 22, 2004 filed a second amended complaint to name additional parties,
Thomas L. Collins and Darren Pederson, and to add additional causes of action of
breach of the covenant of fair dealing, conspiracy, and specific performance for
delivery of a warrant. The suit stems from an alleged oral and written
arrangements providing for the rent of the Jileks' house to Mr. Racoosin with an
option to buy the house which option was to be exercised with warrants to
purchase five percent (5%) of the shares of ETC. Mr. Racoosin vacated the
premises in early January 2004 and the Jileks sold the house in 2004. Defendants
World Waste of California, Inc., World Waste International, Inc., and ETC
demurred to the second amended complaint. The court granted the demurrer in
whole, with leave to amend and the Jileks filed a third amended complaint on
August 5, 2004.

      On October 5, 2004, we entered into an agreement with the Jileks settling
the Litigation. Pursuant to this settlement, we agreed to pay the Jileks a total
of $150,000 over the next twelve months. The Jileks have also agreed to dismiss
their claims against all defendants with prejudice.


                                       6


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      We did not submit any matters to a vote of our shareholders during the
fourth quarter of 2004.


                                       7


                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Our stock is quoted on the OTC Bulletin Board under the new symbol of
WDWT.OB.

      On March 25, 2004, the controlling stockholder of VPTI approved a
one-for-60 reverse split of our common stock to be effectuated upon the closing
of the merger between VPTI and Old WWT. The reverse stock split became effective
at the close of business on August 24, 2004. The following table sets forth, for
the periods indicated, the high and low closing bid prices for our Common Stock
on the OTC Bulletin Board, for the quarters presented. The bid prices have been
adjusted to reflect the reverse stock split. Bid prices represent inter-dealer
quotations without adjustments for markups, markdowns, and commissions, and may
not represent actual transactions.

                                                                   Bid Prices
                                                                   ----------

Calendar 2003                                                   High        Low
- -------------                                                   ----        ---

First Quarter                                                   0.60        0.60

Second Quarter                                                  0.60        0.60

Third Quarter                                                   0.60        0.60

Fourth Quarter                                                  3.60        0.60

Calendar 2004
- -------------

First Quarter                                                   9.00        0.60

Second Quarter                                                 11.40        4.20

Third Quarter                                                   7.00        2.50

Fourth Quarter                                                  4.85        3.20

      As of March 15, 2005, there were 24,413,692 common shares outstanding and
approximately 879 shareholders of record, not including holders who hold their
stock in "street name".

Dividends

      We have never paid any cash dividends on our common stock. We currently
anticipate that we will retain all future earnings for use in our business.
Consequently, we do not anticipate paying any cash dividends in the foreseeable
future. The payment of dividends in the future will depend upon our results of
operations, as well as our short-term and long-term cash availability, working
capital, working capital needs and other factors, as determined by our Board of
Directors. Currently, except as may be provided by applicable laws, there are no
contractual or other restrictions on our ability to pay dividends if we were to
decide to declare and pay them.

Repurchase of Securities

      We did not repurchase any shares of our common stock during the fourth
quarter of the year ended December 31, 2004.


                                       8


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Forward-Looking Statements

      The following Plan of Operations, as well as information contained
elsewhere in this report, contain statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, and
Section 21E of the Securities Exchange Act of 1934. These statements include
statements regarding the intent, belief or current expectations of us, our
directors or our officers with respect to, among other things: anticipated
financial or operating results, financial projections, business prospects,
future product performance and other matters that are not historical facts. The
success of our business operations is dependent on factors such as the impact of
competitive products, product development, commercialization and technology
difficulties, the results of financing efforts and the effectiveness of our
marketing strategies, and general competitive and economic conditions.
Forward-looking statements are not guarantees of future performance and involve
risks and uncertainties. Actual results may differ materially from those
projected in the forward-looking statements as a result of various factors,
including those described under "Factors Affecting Our Business and Prospects"
below.

Overview

      On August 24, 2004, a newly formed wholly owned subsidiary of Voice
Powered Technology International, Inc., a California corporation ("VPTI"),
merged with and into World Waste Technologies, Inc., a California corporation
("Old WWT"). As a result of this merger (the "Merger"), Old WWT became a wholly
owned subsidiary of VPTI and VPTI changed its name to "World Waste Technologies,
Inc." The Merger occurred pursuant to an Agreement and Plan of Reorganization
dated as of March 25, 2004, as amended on August 24, 2004 by and among VPTI,
V-CO Acquisition, Inc. and Old WWT. As a result of the Merger, VPTI continued as
the surviving corporation, assumed the operations and business plan of Old WWT,
and replaced its officers and directors with those of Old WWT, and the
stockholders of Old WWT became stockholders of VPTI. To our knowledge, VPTI was
incorporated in June 1985, and began active operations in January 1990 to
develop, market, and distribute low-cost voice recognition and voice activated
products. We currently do not plan to conduct any business other than operations
heretofore conducted or contemplated to be conducted by Old WWT. As the
shareholders of Old WWT became the controlling shareholders of VPTI after the
Merger, Old WWT is treated as the acquirer for accounting purposes, and
therefore the Merger was accounted for as a reverse merger. Accordingly, for
accounting purposes, the historical financial statements presented are those of
Old WWT. Additionally, the prior operating results of VPTI are not indicative of
our future operations, and none of the assets or liabilities on our balance
sheet as of December 31, 2004 relate to VPTI prior to the Merger.

      Since the formation of Old WWT in 2002, our efforts have been principally
devoted to research and development activities, raising capital, and recruiting
additional personnel and advisors. To date, we have not marketed or sold any
product and have not generated any revenues. We do not anticipate generating any
revenue until completion of our first facility, which we anticipate in the third
quarter of 2005, but is dependent on our ability to raise additional capital in
a timely manner.

Plan of Operations

      We currently are purchasing, and are planning to purchase, certain assets,
including additional equipment needed to construct our first facility to process
municipal solid waste ("MSW"). WWT has a license for a patented technology and
other related intellectual property capable of converting MSW into commodities.
This process, known as "pressurized steam classification," uses a sealed,
rotating autoclave loaded with MSW. The process converts MSW into separable
components of "sterilized" organic and inorganic materials and allows minimal
discharges to the air, water and soil. The product of the process is a sanitized
cellulose material with significant papermaking fiber content that can be sold
to containerboard plants after a screening and cleaning process. The inorganic
materials captured are similar to the standard recycled materials of aluminum,
tin, and steel. We anticipate that our first facility will be completed in the
third quarter of 2005, but is dependent on our ability to raise additional
capital in a timely matter. We intend to raise additional capital by means of
equity and/or debt financing, although there can be no assurance that we will be
able to raise such funds on terms acceptable to the Company, in the time
required, or at all. As of March 15, 2005, we had purchase orders outstanding
related to our first facility of approximately $3,500,000, and approximately
$5,000,000 of additional purchase orders to be issued in order to complete our
first facility. Future acquisitions could affect our financial resources and our
liquidity in a manner that we cannot currently project.


                                       9


      Our current plan of operation for the next 12 months primarily involves
research and development activities, completing the construction of our first
facility to process MSW and operating the facility upon completion. Over the
next 12 months, we currently anticipate hiring an additional 40 to 50 employees.
The actual amounts we may expend on research and development and related
activities during the next 12 months may vary significantly depending on
numerous factors, including pace and success of the construction of our first
facility, the results of our first facility, and the possible acquisition of
assets. However, based on our current estimates, we believe that we will need
several million dollars for operating expenses and working capital to conduct
our planned operations beyond the next 12 months. We intend to meet these needs
by raising additional equity and/or debt financing, although there can be no
assurance that we will be able to raise such funds on terms acceptable to the
Company, in the time required, or at all. Depending on the successful completion
of our first facility, we anticipate that we will begin the construction process
of our second facility, site location, permitting, design, engineering and the
ordering of equipment. We intend to raise additional equity and/or debt
financing in order to have the funds required to carry out these activities.
There can be no assurance that we will be able to raise such funds on terms
acceptable to the Company or at all.

      You should read this discussion in conjunction with the selected
historical financial information and the financial statements and related notes
included elsewhere in this report.

      Financial information for the period from June 18, 2002 (date of
inception) to December 31, 2003 is the historical financial information of Old
WWT. Financial information for the year ended December 31, 2004 is the
historical financial information of Old WWT and VPTI combined.

Reverse Stock Split

      On March 25, 2004, VPTI's controlling stockholder approved a one-for-sixty
reverse stock split of our common stock to be effectuated upon the closing of
the merger between VPTI and Old WWT, which became effective at the close of
business on August 24, 2004.

Trends in Our Business

      The Resource Conservation and Recovery Act of 1991 require landfills to
install expensive liners and other equipment to control leaching toxics. Due to
the increase costs and expertise required to run landfills under this Act, many
small, local landfills closed during the 1990's. industry source estimate that
from 1991 to 2001 over half of the landfills in the United States were closed.
Larger regional landfill were build requiring increased logistics costs for the
waste haulers.

      In addition, state and federal governments have continued to increase the
pressure on the industry to improve their recycling percentages. California
currently mandates one of the highest standards in the United States by
requiring 50% of all incoming MSW to be diverted from landfills. We believe that
the trend in state law throughout the U.S. is to migrate toward the California
standard of requiring 50% of all MSW to be diverted from landfills.


                                       10


      Industry sources estimate that over the ten year period from 1994 to 2004,
the demand for corrugated cardboard medium has increased 35%. Due in part to
increasing demands for packaging material from China and India, the increasing
demand is expected to continue into the future.

Critical Accounting Policies and Estimates

      Management's discussion and analysis of our financial condition and
results of operations are based on our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires
management to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an ongoing basis, management evaluates its estimates,
including those related to revenue recognition, bad debts, impairment of
long-lived assets, including finite lived intangible assets, accrued liabilities
and certain expenses. We base our estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ materially from these estimates under
different assumptions or conditions.

      Our significant accounting policies are summarized in Note 1 to our
audited financial statements for the year ended December 31, 2004. We believe
the following critical accounting policies affect our more significant judgments
and estimates used in the preparation of our consolidated financial statements:

      Basis of Presentation

      The accompanying consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United States of
America. We are a new enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standards Board, since it has
derived no revenues from its activities to date.

      Use of Estimates

      The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

      Fixed Assets

      Machinery and Equipment is stated at cost. Depreciation is computed on the
straight-line method over the estimated useful asset lives, to commence when the
asset is put in use. At December 31, 2004 we had issued purchase orders of
$8,225,000 for plant equipment to be manufactured against which equipment costs
of $486,000, construction in progress costs of $1,042,000 and deposits on
equipment of $3,418,000 have been capitalized.

      We have completed a substantial portion of the engineering process for the
initial plant in Anaheim, California and plans to capitalize all costs directly
associated with developing the plant throughout the remainder of construction.
Construction is expected to be completed in the third quarter of 2005.

      Intangibles

      Intangible assets are recorded at cost. At December 31, 2004 and December
31, 2003, our only intangible asset was the License to the technology. We will
begin amortizing this intangible asset upon completion of the first facility on
a straight-line basis over the remaining life of the License. Our policy
regarding intangible assets is to review such intangible assets for impairment
whenever events or changes in circumstances indicate that its carrying amount
may not be recoverable. If the review indicates that intangible assets are not
recoverable (i.e. the carrying amount is more than the future projected
undiscounted cash flows), its carrying amount would be reduced to fair value. We
carried no goodwill on our books at either December 31, 2004 or December 31,
2003. Further, during the year ended December 31, 2004 we had no material
impairment to its intangible asset.


                                       11


      Research and Development

      Research and development costs are charged to operations when incurred.

      Stock-Based Compensation

      During the fourth quarter of 2004, we adopted SFAS No. 123 entitled,
"Accounting for Stock-Based Compensation." Accordingly, we have expensed the
compensation cost for the warrants issued based on the fair value at the warrant
grant dates.

Results of Operations

Comparison of Fiscal Year ended December 31, 2004 and 2003

      During 2004, we continued research on the licensed process and the
intended use of the products from that process, development of our business
plan, designed and began construction of our first facility in Anaheim, CA and
continued raising capital.

Revenues

      We did not generate any operating revenues in fiscal 2004 or 2003.

Expenses

      Research and Development increased by $75,758 to $284,587 in 2004 compared
to 2003 due to additional research done by Bio Products to continue to improve
the system in accordance with the license agreement. Salaries increased by
$328,148 to $661,998 in 2004 compared to 2003 due to our head count increasing
from 3 to 7 employees, including the hiring of two officers as we continue to
prepare to open our first facility in 2005. Professional fees increased by
$380,343 to $433,853 in 2004 compared to 2003 due to business development
consulting of $275,000 and accounting fees of $100,000 due to SEC reporting
requirements. Legal fees increased $331,781 to $346,705 in 2004 compared to 2003
due to the two mergers during 2004, the lease negations with Taormina
Industries, the license modifications and SEC reporting requirements. Rent
increased $80,661 to $128,660 in 2004 compared to 2003 primary due to the lease
in Anaheim with Taormina Industries. The litigation settlement of $150,000 is
related to the settlement of litigation Jilek matter. Investor Relations expense
of $172,000 relates to the amortization of stock compensation to a firm for
investor relations support. Property, Plant and Equipment expenditures increased
by approximately $5,000,000 due to construction of and equipment for the Anaheim
facility. Accounts payable increased by $1,368,290 to $1,380,790 primary due to
invoices related to plant and equipment for the Anaheim facility

      During 2003, we performed further research on the process and the use of
the products produced by the licensed technology, developed a business plan and
pursued a contract for the delivery of MSW. In June of 2003, we signed an
agreement with Taromina Industries, LLC for the delivery of MSW.


                                       12


      During 2002, we performed research on how we would use the licensed
technology and the use of the products produced by us, developed a business plan
and pursued a contract for the delivery of MSW.

Liquidity and Capital Resources

      Cash increased $960,883 to $1,128,502 due primarily to the sale of equity
of approximately $6,800,000 less cash used for operations of approximately
$625,000 and construction and equipment for the Anaheim facility of
approximately $5,000,000.

      As of March 15, 2005, we had cash on hand of $1,679,000, purchase orders
outstanding related to our first facility of approximately $3,500,000, and
approximately $5,000,000 of additional purchase orders to be issued in order to
complete our first facility. We also anticipate that we will need several
million dollars for operating expenses and working capital to sustain us until
cash flow from operations is positive. We intend to meet these needs by raising
additional equity and/or debt financing, although there can be no assurance that
we will be able to raise such funds on terms acceptable to us, in the time
required, or at all.

      As of December 31, 2004, we had no long-term debt obligations, no capital
lease obligations, no operating lease obligations, no purchase obligations, or
other similar long-term liabilities, except for the Taormina Agreement described
in the "Business" above.

      We are not a party to any off-balance sheet arrangements, and we do not
engage in trading activities involving non-exchange traded contracts. In
addition, we have no financial guarantees, debt or lease agreements or other
arrangements that could trigger a requirement for an early payment or that could
change the value of our assets.

      We do not believe that inflation has had a material impact on our business
or operations.

      During 2003, Old WWT raised an additional approximate $935,000 of capital.
We used the funds to make payments toward the technology license, perform
further research on the process and the use of the products produced by the
licensed technology, develop a business plan and to pursue a contract for the
delivery of MSW.

      During 2002, Old WWT raised approximately $435,000 which was used to make
payments toward the technology license, perform research on how we would use the
license process and the products produced by us, develop a business plan and to
pursue a contract for the delivery of MSW.

Factors that May Affect Future Results and Market Price of Our Stock

      An investment in our common stock is subject to a high degree of risk. The
risks described below should be carefully considered, as well as the other
information contained in this annual report and in the documents incorporated by
reference. If any of the following risks actually occur, our business, financial
condition or operating results and the trading price or value of our securities
could be materially adversely affected.


                                       13


FACTORS ASSOCIATED WITH OUR COMPANY

RISKS RELATED TO OUR BUSINESS

      We are a development stage company subject to all the risks and
      uncertainties of a new business.

      We are in the development stage and are subject to all the business risks
associated with a new enterprise, including uncertainties regarding product
development, constraints on our financial and personnel resources, and
dependence on and need for third party relationships. We have had no revenues to
date and there can be no assurance as to when or whether we will be able to
develop sources of revenue or that our operations will become profitable, even
if we are able to begin generating revenue. We have not yet sold any products or
services or otherwise generated revenue and there can be no assurance that we
will be able to do so.

      We will need further financing which cannot be guaranteed.

      We raised approximately $4.5 million prior to the closing of the Merger in
August 2004 which was used for equipment, leasehold improvements and working
capital purposes. In addition, we raised $5.9 million between August 2004 and
March 15, 2005 which has also been used for equipment, leasehold improvements
and working capital purposes. We need to raise additional capital in order to
meet our business plan, and the required additional financing may not be
available on terms acceptable to us, or at all. To date, we have funded all of
our activities through the sale of securities. Our Placement Agent has committed
to assisting us in raising additional capital, but neither the Placement Agent,
nor any of our affiliates, nor any other person has made a binding commitment
for an investment of additional funds in us, and a number of factors beyond
their control and our control make any future financings uncertain. No one
should rely on the prospect of future financings in evaluating us. Moreover, we
will need significant funding to carry out most or all of our work to develop
the processing facility in Anaheim, California. We have not identified the
sources for additional funding. If we are unable to obtain sufficient financing
on a timely basis, the development of our facility could be delayed and we could
be forced to reduce the scope of our project or otherwise limit or terminate our
operations altogether. Any additional funding that we obtain is likely to reduce
the percentage ownership of the company held by our existing security holders.
The amount of this dilution may be substantially increased if the trading price
of our common stock has declined at the time of any financing from its current
levels.

      We may not be able to obtain or sustain market acceptance for our services
      and products.

      We do not intend to engage in advertising during our development phase.
Failure to establish a brand and presence in the marketplace on a timely basis
could adversely affect our financial condition and operating results. Moreover,
we cannot be sure that we will successfully complete the development and
introduction of new products or product enhancements or that any new products
developed will achieve acceptance in the marketplace. We may also fail to
develop and deploy new products and product enhancements on a timely basis.

      The market for services and products in the solid waste processing and
      recycling industry is competitive; and we may not be able to compete
      successfully.

      The market for services and products in the solid waste processing
industry is highly competitive. Most of these competitors have longer operating
histories and significantly greater financial, technical, marketing and other
resources than we have, and may be able to respond more quickly than we can to
new or changing opportunities and customer requirements. Also, the competitors
have greater name recognition and more extensive customer bases that they can
leverage to gain market share. These competitors are able to undertake more
extensive promotional activities, adopt more aggressive pricing policies and
offer more attractive terms to purchasers than we can, which could adversely
affect our competitive position and business.


                                       14


      We will depend on a significant supply of solid waste and timely payment
      for that solid waste.

      If we do not obtain a supply of solid waste at quantities and qualities
that are sufficient to operate our proposed facilities at the expected operating
levels, or if third parties do not promptly pay for the solid waste they
deliver, our financial condition and operating results could adversely be
affected. One or more of the following factors could impact the price and supply
of waste:

      o     defaults by waste suppliers under their contracts;

      o     a decline in solid waste supply due to increased recovery by
            material recovery facilities;

      o     composting of municipal solid waste;

      o     incineration of municipal solid waste;

      o     legal prohibitions against processing of certain types of solid
            waste in our facilities; or

      o     increased competition from landfills and recycling facilities.

      The loss of key executives and the failure to attract qualified management
      could limit our growth and negatively impact our operations.

      We depend highly upon our senior management team. We will continue to
depend on operations management personnel with waste handling and pulp industry
experience. At this time, we do not know the availability of such experienced
management personnel or how much it may cost to attract and retain such
personnel. The loss of the services of any member of senior management or the
inability to hire experienced operations management personnel could have a
material adverse effect on our operations and financial condition. As we retain
senior personnel, our overhead expenses for salaries and related items will
substantially increase from current levels.

      Results of operations may be affected by changing resale prices or market
      requirements for recyclable materials.

      The resale price for our recycled products, including our wetlap product,
aluminum, and steel, will be tied to commodity pricing. Our results of
operations may be affected by changing resale prices or market requirements for
these recyclable materials. The resale, and market demand for, these materials
can be volatile due to numerous factors beyond our control, which may cause
significant variability in its period-to-period results of operations.

      Our revenues and results of operations will fluctuate.

      Our revenues and results of operations will vary from quarter to quarter
in the future. A number of factors, many of which are outside our control, may
cause variations in our results of operations, including:

      o     demand and price for our products;

      o     the timing and recognition of product sales;

      o     unexpected delays in developing and introducing products;

      o     unexpected delays in building and permitting our processing
            facilities


                                       15


      o     increased expenses, whether related to marketing, product
            development or administration or otherwise;

      o     the mix of revenues derived from products;

      o     the hiring, retention and utilization of personnel;

      o     waste collection companies are impacted by seasonal changes that may
            adversely affect our business and operations;

      o     general economic factors; and

      o     changes in the revenue recognition policies required by generally
            accepted accounting principles.

      We may engage in strategic transactions that may fail to enhance
      stockholder value.

      From time to time, we may consider possible strategic transactions,
including the potential acquisitions of products, technologies and companies,
and other alternatives with the goal of maximizing stockholder value. We may
never complete a strategic transaction(s) and in the event that we do complete a
strategic transaction(s), it may not be consummated on terms favorable to us.
Further, such transactions may impair stockholder value or otherwise adversely
affect our business. Any such transaction may require us to incur non-recurring
or other charges and may pose significant integration challenges and/or
management and business disruptions, any of which could harm our results of
operation and business prospects.

      We cannot predict with certainty the extent of future costs under
      environmental, health and safety laws, and cannot guarantee that they will
      not be material.

      We could be liable if our operations cause environmental damage to our
properties or to the property of other landowners, particularly as a result of
the contamination of drinking water sources or soil. Under current law, we could
even be held liable for damage caused by conditions that existed before we
acquired the assets or operations involved. Any substantial liability for
environmental damage could have a material adverse effect on our financial
condition, results of operations and cash flows.

      Environmental regulations and litigation could subject us to fines,
      penalties, judgments and limitations on our ability to expand.

      We are subject to potential liability and restrictions under environmental
laws, including those relating to handling, recycling, treatment, storage of
wastes, discharges to air and water, and the remediation of contaminated soil,
surface water and groundwater. The waste management industry has been, and will
continue to be subject to regulation, including permitting and related financial
assurance requirements, as well as to attempts to further regulate the industry
through new legislation. Our business is subject to a wide range of federal,
state and, in some cases, local environmental, odor and noise and land use
restrictions and regulations. If we are not able to comply with the requirements
that apply to a particular facility or if we operate without necessary
approvals, we could be subject to civil, and possibly criminal, fines and
penalties, and we may be required to spend substantial capital to bring an
operation into compliance or to temporarily or permanently discontinue, and/or
take corrective actions. We may not have sufficient insurance coverage for its
environmental liabilities. Those costs or actions could be significant to us and
significantly impact our results of operations, as well as our available
capital.

      In addition to the costs of complying with environmental laws and
regulations, if governmental agencies or private parties brought environmental
litigation against us, we would likely incur substantial costs in defending
against such actions. We may be, in the future, a defendant in lawsuits brought
by parties alleging environmental damage, personal injury, and/or property
damage. A judgment against us, or a settlement by us, could harm our business,
our prospects and our reputation.


                                       16


      We may be unable to obtain required permits.

      We have all but one of our environmental permits for our first Anaheim, CA
facility. There is no assurance that we will obtain the remaining permit we
require to operate this facility or that we will be able to retain the permits
if obtained. There can be no assurance that we will successfully obtain or
retain the permits we require to operate our business for our future facilities
because permits to operate waste processing facilities have become increasingly
difficult and expensive to obtain. Permits often take years to obtain as a
result of numerous hearings and compliance with zoning, environmental and other
regulatory measures. These permits are also often subject to resistance from
citizen or other groups and other political pressures. Our failure to obtain or
retain the required permits to operate our facilities could have a material
negative effect on our future results of operations.

      Our initial facility may not be completed on a timely basis, within
      budget, or at all.

      No assurance can be given that our currently planned facility under
construction in Anaheim, California will be completed on a timely basis, within
budget, or at all. This facility is currently under construction and is expected
to be completed in the third quarter of 2005. Even if completed, no assurances
can be made that the facility will be adequate for our needs or work without
difficulties or down times. We currently anticipate that we will need to
construct additional facilities to serve our needs and anticipated growth and
that such future facilities will require additional capital. Unforeseen
difficulties in the planning or completion of the initial or any future facility
may lead to significant delays in production and the subsequent generation of
revenue.

      A substantial portion of our revenues will be generated from our agreement
      with Taormina Industries.

      In June 2003, we signed a 10-year contract, which expires in June 2013,
with options for three additional extensions of 5 years each, with Taormina
Industries, LLC, a wholly-owned division of Republic Services, Inc. The
agreement provides that Taormina will deliver up to 500 tons of MSW per day to
us for processing at our Anaheim Facility which will be located on the campus of
Taormina in Anaheim, CA. The second phase calls for us to build a 2,000 ton per
day plant in the Orange County area. The agreement also grants Taormina a right
of first refusal to participate in potential future projects in an additional 10
counties throughout California where Taormina has operations. Under the terms of
this contract, Taormina will pay a per ton tipping fee to the Company.

      The agreement allows Taormina to terminate in the event that, among other
things, we do not complete all permitting, approvals and construction of the
leased facility by September 8, 2005, and if we fail to occupy and use the
leased facility by September 8, 2005. While our management believes that these
requirements will be met by September 8, 2005, there can be no assurance that we
will meet this deadline.

      Our management anticipates that a substantial portion of our revenues will
be generated from our agreement with Taormina Industries for the foreseeable
future. If this agreement is terminated for any reason or if we are is unable to
extend this agreement on terms favorable to it or at all after it expires, our
business, financial condition and results of operations would be materially
harmed.

      We may be exposed to litigation in the ordinary course of our business.

      Since our personnel are expected to routinely handle solid waste
materials, we may be subject to liability claims by employees, customers and
third parties. We currently have insurance in place, however, there can be no
assurance that any liability insurance we have or purchase will be adequate to
cover claims asserted against us or that we will be able to maintain such
insurance in the future. We intend to adopt prudent risk management programs to
reduce these risks and potential liabilities; however, there can be no assurance
that such programs if, and when adopted, will fully protect us. Adverse rulings
in any legal matters, proceedings and other matters could have a material
adverse effect on us.


                                       17


      Other companies may claim that we infringe their intellectual property or
      proprietary rights.

      We do not believe that our products or processes violate third party
intellectual property rights. Nevertheless, there is no guarantee that such
rights are not being, and will not be, violated. If any of the products or
processes are found to violate third party intellectual property rights, we may
be required to re-engineer one or more of those products or processes or seek to
obtain licenses from third parties to continue offering our products or
processes without substantial re-engineering, and such efforts may not be
successful.

      In addition, future patents may be issued to third parties upon which our
technology may infringe. We may incur substantial costs in defending against
claims under any such patents. Furthermore, parties making such claims may be
able to obtain injunctive or other equitable relief, which effectively could
block our ability to further develop or commercialize some or all of our
products in the U.S. and could result in the award of substantial damages
against us. In the event of a claim of infringement, we may be required to
obtain one or more licenses from third parties. There can be no assurance that
it will be able to obtain such licenses at a reasonable cost, if at all. Defense
of any lawsuit or failure to obtain any such license could have a material
adverse effect on our business and results of operations.

      Our success depends on our ability to protect our proprietary technology.

      Our success depends, to a significant degree, upon the protection of our,
and that of our licensors', proprietary technologies. While we currently have a
license with Bio-Products International, Inc. in the U.S. within the scope of
our anticipated business to exploit a number of U.S. patents that protect our
processes, the need to pursue additional protections for our intellectual
property is likely as new products and techniques are developed and as existing
products are enhanced, and there is no guarantee that such protections will be
attained in a timely manner, or at all. Legal fees and other expenses necessary
to obtain and maintain appropriate patent protection in the U.S. could be
material. Insufficient funding may inhibit our ability to obtain and maintain
such protection. Additionally, if we must resort to legal proceedings to enforce
our intellectual property rights, the proceedings could be burdensome and
expensive and could involve a high degree of risk to our proprietary rights if
we are unsuccessful in, or cannot afford to pursue, such proceedings.

      We also rely on trade secrets and contract law to protect certain of our
proprietary technology. There can be no assurance that any such contract will
not be breached, or that if breached, we will have adequate remedies.
Furthermore, there can be no assurance that any of our trade secrets will not
become known or independently discovered by third parties.

      There can be no assurance that others will not independently develop
substantially equivalent proprietary information and techniques or otherwise
gain access to our trade secrets and know-how. In addition, we may be required
to obtain licenses to patents or other proprietary rights from third parties.
There can be no assurance that any licenses required under any patents or
proprietary rights would be made available on acceptable terms, if at all. If we
do not obtain required licenses, we may encounter delays in product development
or find that the development, manufacture or sale of products requiring such
licenses could be foreclosed because we are not able to obtain the licenses on
acceptable terms, or at all. Additionally, we may, from time to time, support
and collaborate in research conducted by universities and governmental research
organizations. There can be no assurance that we will have or be able to acquire
exclusive rights to the inventions or technical information derived from such
collaborations, or that disputes will not arise with respect to rights in
derivative or related research programs conducted by us or our collaborators.


                                       18


      We may face delays in the development of our technology and our technology
      may not work as well as expected or be economically viable.

      The steam classification and processing technology that we intend to use
has not yet been widely applied within the municipal solid waste industry and
may not work as well as expected or be economically viable. The successful
application of the technology at large scale and high volumes to create
commercially usable cellulose fiber has yet to be conclusively proven. Any
inability under our current plan to produce large volumes of commercially usable
cellulose fiber may require additional investment in capital equipment and/or
increased operating expenses beyond currently contemplated business and
construction plans. Unforeseen difficulties in the development or acceptance of
this cellulose fiber may lead to significant delays in production and the
subsequent generation of revenue.

      The license agreement with Bio-Products Internatinal, Inc. has certain
      requirements to maintain general exclusivity.

      The license agreement with Bio-Products International, Inc. ("BPI") is
generally exclusive in the United States. However, there are certain limitations
to our general exclusivity and also additional requirements necessary to
maintain the license. As a general limitation on the license granted by BPI,
applications in which the cellulosic product of waste, including municipal solid
waste, processed utilizing the licensed technology is either used directly as a
fuel source or converted into an end product for energy production are excluded
from the license, meaning that we can use the licensed technology for these
types of applications, but also that BPI may license third parties to use the
technology for the production of marketable solid combustion fuel end products.
In addition, in order to maintain exclusivity, the license requires that on a
regular schedule we must continue to improve the first facility planned to be
built in Anaheim, California or construct new facilities in order to increase
overall capacity and therefore usage of the technology licensed by BPI. In
addition, because the University of Alabama in Huntsville is the current owner
of the patent for the technology and has exclusively licensed it to BPI, BPI is
required to continue to make certain payments to maintain exclusivity.

      Failure to meet the above requirements with respect to the generally
exclusive license may lead to the license being changed to a non-exclusive
license, in which case BPI would be free to grant similar non-exclusive licenses
to third parties. The failure to maintain exclusivity of the license could have
a material adverse effect on our business, financial condition and results of
operations.

      If we fail to implement new technologies we may not be able to keep up
      with the industry which could have adverse affect on our business.

      We expect to utilize proprietary steam classification technology in our
processing facilities and to adopt other technologies from time to time. Our
future growth is partially tied to our ability to improve our knowledge and
implementation of waste processing technologies. Inability to successfully
implement commercially viable waste processing technologies in response to
market conditions in a manner that is responsive to our customers' requirements
could have a material adverse effect on our business and results of operation.

      Changes in stock option accounting rules may adversely affect our reported
      operating results, our stock price, and our ability to attract and retain
      employees.

      In December 2004, the Financial Accounting Standards Board published new
rules that will require companies in 2005 to record all stock-based employee
compensation as an expense. The new rules apply to stock options grants, as well
as a wide range of other share-based compensation arrangements including
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. Large public companies will have to apply the new
financial accounting rules to the first interim or annual reporting period that
begins after June 15, 2005, while small business issuers such as our company
will have to apply the new rules in their first reporting period beginning after
December 15, 2005. As a small company with limited financial resources, we have
depended upon compensating our officers, directors, employees and consultants
with such stock based compensation awards in the past in order to limit our cash
expenditures and to attract and retain officers, directors, employees and
consultants. Accordingly, if we continue to grant stock options or other stock
based compensation awards to our officers, directors, employees, and consultants
after the new rules apply to us, our future earnings, if any, will be reduced
(or our future losses will be increased) by the expenses recorded for those
grants. These compensation expenses may be larger than the compensation expense
that we would be required to record were we able to compensate these persons
with cash in lieu of securities. Since we are a small company, the expenses we
may have to record as a result of future options grants may be significant and
may materially negatively affect our reported financial results. The adverse
effects that the new accounting rules may have on our future financial
statements should we continue to rely heavily on stock-based compensation may
reduce our stock price and make it more difficult for us to attract new
investors. In addition, reducing our use of stock plans to reward and
incentivize our officers, directors and employees, could result in a competitive
disadvantage to us in the employee marketplace. In 2004, we adopted this
accounting policy.


                                       19


RISKS RELATED TO OUR COMMON STOCK

      Our stock is thinly traded, so you may be unable to sell at or near ask
      prices or at all if you need to sell your shares to raise money or
      otherwise desire to liquidate your shares.

      Our common shares are thinly-traded on the OTC Bulletin Board, meaning
that the number of persons interested in purchasing our common shares at or near
ask prices at any given time may be relatively small or non-existent. This
situation is attributable to a number of factors, including the fact that we are
a small company that is relatively unknown to stock analysts, stock brokers,
institutional investors and others in the investment community that generate or
influence sales volume, and that even if we came to the attention of such
persons, they tend to be risk-averse and would be reluctant to follow an
unproven, early stage company such as ours or purchase or recommend the purchase
of our shares until such time as we became more seasoned and viable. As a
consequence, there may be periods of several days or more when trading activity
in our shares is minimal or non-existent, as compared to a seasoned issuer which
has a large and steady volume of trading activity that will generally support
continuous sales without an adverse effect on share price. Due to these
conditions, we can give you no assurance that you will be able to sell your
shares at or near ask prices or at all if you need money or otherwise desire to
liquidate your shares.

      Substantial share overhang could adversely affect on our stock price.

      As of March 15, 2005, we had outstanding 24,413,692 shares of common
stock, of which only approximately 1,200,000 shares are currently freely
tradable shares. The remaining 23,213,692 shares were "restricted securities"
(as that term is defined under Rule 144 promulgated under the Securities Act of
1933, as amended) and have not been available for public sale on the OTC
Bulletin Board. After August 2005, approximately 20,063,706 of the restricted
shares will become eligible for public resale under Rule 144, and the balance
will be eligible for resale over the next few months. No prediction can be made
if or when such shares will be offered for sale over the public market, or what
the effect that the sales of shares of common stock, or the availability of such
shares for sale, will have on the market prices prevailing from time to time.
Because there are so few freely tradable shares, the sudden release of trading
shares onto the market, or the perception that such shares will come onto the
market, could have an adverse affect on the trading price of the stock.

      You may have difficulty selling our shares because they are deemed "penny
      stocks".

      Since our common stock is not listed on the Nasdaq Stock Market, if the
trading price of our common stock remains below $5.00 per share, trading in our
common stock will be subject to the requirements of certain rules promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
which require additional disclosure by broker-dealers in connection with any
trades involving a stock defined as a penny stock (generally, any non-Nasdaq
equity security that has a market price of less than $5.00 per share, subject to
certain exceptions). Such rules require the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors (generally defined as an investor with a net worth in
excess of $1,000,000 or annual income exceeding $200,000 individually or
$300,000 together with a spouse). For these types of transactions, the
broker-dealer must make a special suitability determination for the purchaser
and have received the purchaser's written consent to the transaction prior to
the sale. The broker-dealer also must disclose the commissions payable to the
broker-dealer, current bid and offer quotations for the penny stock and, if the
broker-dealer is the sole market-maker, the broker-dealer must disclose this
fact and the broker-dealer's presumed control over the market. Such information
must be provided to the customer orally or in writing before or with the written
confirmation of trade sent to the customer. Monthly statements must be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks. The additional burdens
imposed upon broker-dealers by such requirements could discourage broker-dealers
from effecting transactions in our common stock, which could severely limit the
market liquidity of the common stock and the ability of holders of the common
stock to sell their shares.


                                       20


         Anti-takeover provisions in our articles of incorporation could affect
the value of our stock.

         Our Articles of Incorporation contains certain provisions that could be
an impediment to a non-negotiated change in control. In particular, without
stockholder approval we can issue up to 10,000,000 shares of preferred stock
with rights and preferences determined by our Board of Directors. These
provisions could make a hostile takeover or other non-negotiated change in
control difficult, so that stockholders would not be able to receive a premium
for their common stock.

         Potential issuance of additional common and preferred stock could
dilute existing stockholders.

         We are authorized to issue up to 100,000,000 shares of common stock. To
the extent of such authorization, our Board of Directors has the ability,
without seeking stockholder approval, to issue additional shares of common stock
in the future for such consideration as the Board of Directors may consider
sufficient. The issuance of additional common stock in the future will reduce
the proportionate ownership and voting power of the common stock offered hereby.
We are also authorized to issue up to 10,000,000 shares of preferred stock, the
rights and preferences of which may be designated in series by the Board of
Directors. Such designation of new series of preferred stock may be made without
stockholder approval, and could create additional securities which would have
dividend and liquidation preferences over our common stock. Preferred
stockholders could adversely affect the rights of holders of common stock by:

      o     exercising voting, redemption and conversion rights to the detriment
            of the holders of common stock;

      o     receiving preferences over the holders of common stock regarding or
            surplus funds in the event of our dissolution or liquidation;

      o     delaying, deferring or preventing a change in control of our
            company; and

      o     discouraging bids for our common stock.

      Our existing directors, executive officers and principal stockholders hold
      a substantial amount of our common stock and may be able to prevent other
      stockholders from influencing significant corporate decisions.

      As of December 31, 2004, our directors and executive officers and their
affiliates beneficially owned over 27.47% of our outstanding common stock, based
on the most recent filings by such parties with the Securities and Exchange
Commission as of that date. These stockholders, if they act together, may be
able to direct the outcome of matters requiring approval of the stockholders,
including the election of our directors and other corporate actions such as:


                                       21


      o     our merger with or into another company;

      o     a sale of substantially all of our assets; and

      o     amendments to our articles of incorporation.

      The decisions of these stockholders may conflict with our interests or
those of our other stockholders.

      The market price of our stock may be adversely affected by market
      volatility.

      The market price of our common stock is likely to be volatile and could
fluctuate widely in response to many factors, including:

      o     developments with respect to patents or proprietary rights;

      o     announcements of technological innovations by us or our competitors;

      o     announcements of new products or new contracts by us or our
            competitors;

      o     actual or anticipated variations in our operating results due to the
            level of development expenses and other factors;

      o     changes in financial estimates by securities analysts and whether
            our earnings meet or exceed such estimates;

      o     conditions and trends in the waste industries and other industries;

      o     new accounting standards;

      o     general economic, political and market conditions and other factors;
            and

      o     the occurrence of any of the risks described in this Form 10-KSB.

ITEM 7. FINANCIAL STATEMENTS

      See the F pages for the financial statements and notes thereto.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

      None.

ITEM 8A. CONTROLS AND PROCEDURES

      Our Chief Executive Officer, and Chief Financial Officer, after evaluating
the effectiveness of our disclosure controls and procedures (as defined in the
Securities Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date within 90
days of the filing date of this annual report on From 10-KSB (the "Evaluation
Date"), have concluded that as of the Evaluation Date, our disclosure controls
and procedures were adequate and effective to ensure that material information
relating to us would be made known to them by others within the Company,
particularly during the period in which this annual report on Form 10-KSB was
being prepared.


                                       22


      There were no significant changes in our internal controls or other
factors that could significantly affect our disclosure controls and procedures
subsequent to the Evaluation Date, nor any significant deficiencies or material
weaknesses in such disclosure controls and procedures requiring corrective
actions. As a result, no corrective actions were taken.

ITEM 8B. OTHER INFORMATION

      None.


                                       23


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

      The following table sets forth certain information regarding our directors
and executive officers as of December 31, 2004:

     NAME                 AGE                  POSITION

Thomas L. Collins         64         Chief Executive Officer and Chairman of the
                                     Board of Directors

Steve Racoosin            50         President and Director

Fred Lundberg             67         Senior Vice President and Director

David A. Rane             50         Senior Vice President and Chief Financial
                                     Officer

John Pimentel             39         Director

James L. Ferris, Ph.D.    61         Director

      Thomas L. Collins. Mr. Collins has been the Chief Executive Officer and a
Director of WWT since February 2004 and was appointed Chairman of the Board in
July 2004. He worked with Waste Management, Inc. from 1972 to 1995, including
serving as the Vice President and Controller for the Western Region. After
retiring from Waste Management in 1995, Mr. Collins was an independent
consultant for the waste industry until joining WWT in January 2003 as Executive
Vice President. Mr. Collins has a BA in Business Administration and Accounting
from Quincy University and is a CPA.

      Steve Racoosin. Mr. Racoosin has served as President and a Director of WWT
since 2002. Since 1989, he has been developing steam classification vessels for
processing waste with the University of Alabama in Huntsville ("UAH"). From 1998
to 2001 Mr. Racoosin was a founder of Total Recovery Systems International, Inc.
which sought to commercialize the UAH waste processing technology. Later in 2001
Mr. Racoosin continued working on commercializing the UAH technology and in 2002
he founded World Waste of America, Inc., which later became World Waste
Technologies, Inc.

      Fred Lundberg. In 2004, Mr. Lundberg joined WWT as Senior Vice President,
Secretary and Director. He is responsible for the engineering design and
construction of WWT's facilities, and for the market development and sales of
the wetlap fiber production from WWT facilities. From 2001 to 2004, Mr. Lundberg
was President of Veritas Consulting, LLC, where he provided strategic and
tactical consulting services to domestic pulp and paper clients. He was also
Manager of the Pulp and Paper Industry Practice for Baker & O'Brien, Inc., where
he provided chemical engineering consulting services and expert witness services
to pulp and paper clients under a semi-exclusive consulting contract between
Veritas and Baker & O'Brien. From 1998 to 2000, Mr. Lundberg was Acting
President/Vice President for Jacobs-Sirrine Consultants, Subsidiary of Jacobs
Engineering, Inc. where he managed the Facilities & Economics Group that
provided competitive analysis services to pulp and paper clients, and managed
and led strategic consulting and due diligence projects for domestic and
international pulp and paper clients.

      David A. Rane. In 2004, Mr. Rane joined WWT to serve as WWT's Senior Vice
President and Chief Financial Officer. Mr. Rane provided consulting service to
WWT from April 2004 to November 2004. Mr. Rane served as Executive Vice
President and Chief Financial Officer for Callaway Golf Company from 1994 to
2000. Prior to that, Mr. Rane worked at PricewaterhouseCoopers for 14 years in
their San Diego, Brussels and National Offices. Since leaving Callaway Golf, Mr.
Rane has served as Executive Vice President in two development stage companies,
StoreRunner Network Inc. (from 2000 to 2001) and SureBeam Corporation (from 2001
to 2004), and most recently served as Vice Chancellor for Financial Management
for The National University System (from May 2004 to November 2004). SureBeam
Corporation filed for protection under Chapter 7 of the United States Bankruptcy
Code in January 2004. He is a CPA and has a BA in Accounting from Brigham Young
University.


                                       24


      John Pimentel. Mr. Pimentel has served as a Director of WWT since February
2004. From 1993-1996, Mr. Pimentel served as Deputy Secretary for Transportation
for the State of California where he oversaw a $4.5 billion budget and 28,000
employees including the Department of Transportation, the California Highway
Patrol, and parts of the Department of Motor Vehicles. From 1998 to 2002, he
worked with Bain & Company in the firm's Private Equity Group, and the general
consulting practice. Since 2003, Mr. Pimentel has been a Director with Cagan
McAfee Capital Partners where he is responsible for business development,
investment structuring, and portfolio company management. Mr. Pimentel has an
MBA from Harvard Business School, and a BA from University of California at
Berkeley.

      James L. Ferris, Ph.D. In 2004, Mr. Ferris joined the Company's board of
directors. Mr. Ferris served as a member of the board of directors of Albany
International from 2000 - 2004. Mr. Ferris has been a trustee of the Institute
of Paper Science and Technology since 2003 and prior to that he was the
President and Chief Executive Officer of the Institute of Paper Science and
Technology from 1996 to 2003. Mr. Ferris completed the Advanced Management
Program at Harvard Business School in 1992, received his Ph.D. (1972) and M.S.
(1969) from the Institute of Paper Chemistry at Lawrence University, and
obtained his B.S. in Chemical Engineering from the University of Washington in
1966.

      Our executive officers are elected by the Board of Directors on an annual
basis and serve at the discretion of the Board of Directors, subject to the
terms of any employment agreements with us, until their successors have been
duly elected and qualified or until their earlier resignation or removal. There
are no family relationships between any directors and executive officers.

BOARD COMMITTEES

      We currently have three committees of our Board of Directors: the Audit
Committee, the Compensation Committee and the Finance Committee.

      The Compensation Committee determines the salaries and incentive
compensation of our officers and provides recommendations for the salaries and
incentive compensation of our other employees. The Compensation Committee also
administers our stock option plan. There are currently three members of the
Compensation Committee, Messrs. Pimentel, Ferris and Racoosin.

      The Audit Committee reviews, acts on and reports to the Board of Directors
regarding various auditing and accounting matters, including the selection of
our independent auditors, the monitoring of the rotation of the partners of the
independent auditors, the review of our financial statements, the scope of the
annual audits, fees to be paid to the auditors, the performance of our
independent auditors and our accounting practices. There are currently two
members of the Audit Committee, Messrs. Pimentel, and Ferris.

      The Finance Committee reviews, acts on and reports to the Board of
Directors regarding various financial management and budgeting matters,
including the review of the Company's monthly, quarterly and yearly budget and
expenses, the review of the financial state of the Company and the review of
certain proposed commitments and obligations of the Company. There are currently
three members of the Financial Committee, Messrs. Pimentel, Ferris and Collins.

Audit Committee Financial Expert

      While the Board of Directors believes that certain of our audit committee
members are financially literate and have a level of financial sophistication
necessary to serve on the Audit Committee, it has determined that the Company
does not have an "audit committee financial expert" as defined by the SEC's
rules and regulations serving on the Audit Committee.


                                       25


Compliance with Section 16(a) of the Securities Exchange Act of 1934

      Section 16(a) of the Exchange Act requires our officers and directors, and
persons who own more than 10% of the our common stock, to file reports of
ownership and changes of ownership of such securities with the United States
Securities and Exchange Commission. Based on a review of the our records,
management believes that all filing requirements applicable to the our officers,
directors and holders of more than 10% of our common stock were complied with
during the 2004 fiscal year.

Code of Ethics

      The policies comprising the Company's code of conduct are set forth in the
Company's "Code of Ethics." These policies satisfy the SEC's requirements for a
"code of ethics," and apply to all directors, officers and employees. The board
will not permit any waiver of any ethics policy for any director or executive
officer. A copy of the Code of Ethics will be made available to our shareholders
upon request by contacting us at 858-391-3400.

ITEM 10. EXECUTIVE COMPENSATION

      The following table sets forth all compensation paid in respect of the
individuals who served, during the year ended December 31, 2004, as our Chief
Executive Officer and the next mostly highly compensated executive officers
(collectively the "Named Executive Officers") whose total salary and bonus was
in excess of $100,000 per annum. Except as listed below, there are no bonuses,
other annual compensation, restricted stock awards or stock options/SARS or any
other compensation paid to executive officers.



                                                                           Long Term
                                                 Annual Compensation      Compensation
                                                 -------------------      ------------
                                                                           Securities
                                                                           Underlying     All Other
        Name and Principal Position       Year    Salary         Bonus      Options      Compensation
        ---------------------------       ----    ------         ------     -------      ------------

                                                                               
Thomas L. Collins                         2004   $176,000         --       100,000(5)         --
   Chief Executive Officer(1)             2003   $106,000         --            --            --
                                          2002         --         --            --            --

Steve Racoosin                            2004   $178,000         --        75,000(5)         --
   President(2)                           2003   $127,600         --            --            --
                                          2002   $ 76,000         --            --            --

Fred Lundberg                             2004   $126,000         --        75,000(5)         --
   Senior Vice President (3)

David A. Rane                             2004   $ 30,000         --       150,000            --
    Senior Vice President and Chief
    Financial Officer(4)


(1)   Mr. Collins' joined the Company in January 2003 as our Executive Vice
      President and became our Chief Executive Officer in February 2004. Mr.
      Collins deferred $31,000 of his salary that he earned during 2004 and he
      deferred $50,000 of his salary that he earned during 2003.

(2)   Mr. Racoosin deferred $34,738 of his salary that he earned during 2004 and
      he deferred $39,000 of his salary that he earned during 2003.

(3)   Mr. Lundberg joined the Company in 2004 as our Senior Vice President. Mr.
      Lundberg deferred $21,000 of his salary earned during 2004.


                                       26


(4)   Mr. Rane joined the Company in November 2004 as the Company's Senior Vice
      Present and Chief Financial Officer. Mr. Rane deferred $6,000 of his
      salary earned during 2004. The Company paid Mr. Rane $10,700 in consulting
      fees during 2004 for services performed prior to his joining the Company.

(5)  Represents warrants to purchase shares of common stock.

      During the three years prior to the merger of the Company with and into a
subsidiary of Voice Powered Technology International, Inc., none of the officers
and directors of the Voice Powered Technology International, Inc. received any
salary or bonuses or options.

Stock Option Grants

      The following table contains information concerning grants of warrants and
stock options during the fiscal year ended December 31, 2004 by us to the Named
Executive Officers. We have not granted any stock appreciation rights.

        Warrant and Option Grants in Fiscal Year Ended December 31, 2004



                                         Individual Grants
                                         -----------------
                                   % of Total
                                     Options
                                    Number of         Granted to
                                Shares Underlying      Employees       Exercise       Expiration
          Name                   Options Granted    In Fiscal Year       Price           Date
- -----------------------------   -----------------   --------------       -----           ----
                                                                          
Thomas L. Collins                  100,000 (1)             25%         $1.50 (2)      5/10/2011
Steve Racoosin                      75,000 (1)          18.75%         $1.50 (2)      5/10/2011
Fred Lundberg                       75,000 (1)          18.75%         $1.50 (2)      5/10/2011
David A. Rane                      150,000 (3)           37.5%         $3.25          11/05/2014


- ----------
      (1)   Represents warrants to purchase common stock that become exercisable
            as to 12/48ths on January 10, 2005, then 1/48th per month
            thereafter.

      (2)   On the date of grant, the common stock of WWT was not listed for
            trading on any securities market. Accordingly, there was no market
            price on the date of grant.

      (3)   The Option is exercisable as to 12/48th on January 10, 2005, then
            1/48th per month thereafter.

Aggregate Options

      The following table contains information concerning each exercise of stock
options during the twelve- month period ended December 31, 2004 by each of the
Named Executive Officers and the fiscal year-end value of unexercised options.
We have not granted any stock appreciation rights.


                                       27


   Aggregated Option/SAR Exercises in Fiscal Year Ended December 31, 2004 and
                            FY-End Option/SAR Values



                                                                     Number of Securities    Value of Unexercised
                                                                    Underlying Unexercised       In-the-Money
                                        Shares                      Option/SARs at FY-End    Option/SARs at FY-End
                                       Acquired                        (#) Exercisable/        (#) Exercisable/
             Name                    in Exercise   Value Realized       Unexercisable          Unexercisable (3)
- -----------------------------        -----------   --------------       -------------          -----------------
                                                                                    
Thomas L. Collins                         --              --            0 /100,000(1)           0 /$275,000(1)
Steve Racoosin                            --              --            0 / 75,000(1)           0 /$206,250(1)
Fred Lundberg                             --              --            0 / 75,000(1)           0 /$206,250(1)
David A. Rane                             --              --            0 /150,000(2)           0 /$150,000(2)


- ----------
(1)   Represents warrants to purchase common stock.

(2)   Represents an option to purchase common stock.

(3)   Dollar amounts reflect the net values of outstanding stock options or
      warrants computed as the difference between $4.25 (the last reported sale
      on December 31, 2004) and the exercise price of the options or warrants.

Employment Agreements

      Thomas L. Collins is employed under an employment agreement pursuant to
which he will receive a minimum salary of $174,000 for calendar year 2004. Mr.
Collins was originally hired to act as Executive Vice President and in February
2004, the Board of Directors elected Mr. Collins as the Chief Executive Officer.
The term of the contract expires January 19, 2008. The agreement provides
discretion to the board of directors for additional salary based upon Mr.
Collins' performance. The agreement also provides for salary continuance for one
year after death. The agreement provides for indemnification of Mr. Collins for
decisions made in good faith while performing services for us.

      Steven Racoosin is employed under an employment agreement pursuant to
which he will receive a minimum salary of $175,000 for calendar year 2004. The
term of the contract expires December 31, 2007. The agreement provides
discretion for the board of directors to additional salary based upon Mr.
Racoosin's performance. The agreement also provides for salary continuance for
one year after death. The agreement provides for indemnification of Mr. Racoosin
for decisions made in good faith while performing services for us.

      Fred Lundberg is employed under an employment agreement pursuant to which
he will receive a minimum salary of $152,000 for March 1, 2004 to February 28,
2005. The term of the contract expires February 28, 2009. The agreement provides
discretion for the board of directors to additional salary based upon Mr.
Lundberg's performance. The agreement also provides for salary continuance for
one year after death. The agreement provides for indemnification of Mr. Lundberg
for decisions made in good faith while performing services for us.

      David Rane is employed under an employment agreement pursuant to which he
will receive an annual base salary of $174,000, and received an option to
purchase 150,000 shares of our common stock at an exercise price of $3.25. Mr.
Rane's employment is at will. Mr. Rane also entered into our standard
indemnification agreement for officers of the Company, which provides, among
other things, that we will indemnify Mr. Rane, under the circumstances set forth
therein, for defense expenses, damages, judgments, fines and settlements
incurred by him in connection with actions or proceedings to which he may be a
party as a result of his position as an officer, employee, agent or fiduciary of
the Company, and otherwise to the full extent permitted under our bylaws and
California law.


                                       28


The 2004 Equity Incentive Plan

      The Board of Directors adopted the Company's 2004 Equity Incentive Plan
("2004 Plan") on March 25, 2004. The 2004 Plan was approved for adoption by the
Company upon the consummation of the merger between the Company and Old WWT, by
the written consent of the stockholders of the Company on March 25, 2004. Under
the terms of the 2004 Plan, we are authorized to grant incentive awards for up
to 2,000,000 shares of common stock. There are 157,000 outstanding awards as of
December 31, 2004. The following is a summary of the 2004 Plan and you should
carefully read the entire 2004 Plan which is filed as an exhibit to this Form
10-KSB.

Plan Description.

      The purpose of the 2004 Plan is to provide an incentive to attract and
retain qualified and competent persons as employees, directors and consultants,
upon whose efforts and judgment our success is largely dependent, through the
encouragement of stock ownership. The 2004 Plan provides for the grant of
options intended to qualify as incentive stock options or ISOs under Section 422
of the Internal Revenue Code and options that are not intended to so qualify,
which we refer to as Nonstatutory Stock Options. The 2004 Plan also provides for
the grant of our restricted stock within the meaning of Rule 144 of the
Securities Act.

Authorized Shares.

      The total number of shares of common stock reserved for issuance under the
2004 Plan is 2,000,000 (subject to adjustment in the event of a stock split,
stock dividend, recapitalization or similar capital change). If any option
granted pursuant to the 2004 Plan terminates, expires, or is canceled or
surrendered, in whole or in part, shares subject to the unexercised portion may
again be issued pursuant to the exercise of options granted under the 2004 Plan.
The shares acquired upon exercise of options granted under the 2004 Plan, will
be authorized and unissued shares of common stock. As of December 31, 2004,
options for 157,000 shares have been issued under the 2004 Plan.

Administration.

      The 2004 Plan will be administered by the Compensation Committee of the
Board of Directors, which selects the eligible persons to whom options will be
granted. The Compensation Committee also determines the number of shares of
common stock subject to each option, the exercise price therefore and the
periods during which options are exercisable. Further, the Compensation
Committee interprets the provisions of the 2004 Plan and, subject to certain
limitations, may amend the 2004 Plan. Each option granted under the 2004 Plan
will be evidenced by a written agreement between the optionee and the Company.

Eligibility.

      Options may be granted under the 2004 Plan to all employees (including
officers), directors and certain consultants and advisors. Incentive stock
options may be granted only to persons who are employees. Upon receiving grants
of options, each holder of the options will enter into an option agreement with
the Company that contains the terms and conditions deemed necessary by the
administrator of the plan.


                                       29


Terms and Conditions of Options.

      The exercise price for ISOs granted under the 2004 Plan may not be less
than the fair market value of the shares of common stock on the date the option
is granted. The exercise price and term for Nonstatutory Stock Options may be
any price not less than 85% of the fair market value of the shares of common
stock on the date the option is granted. Under the 2004 Plan, the fair market
value is the closing price of shares on the business day immediately preceding
the date of grant. If the shares are not publicly traded, then the fair market
value will be as the administrator of the plan will in its sole and absolute
discretion determine in a fair and uniform manner.

      Options granted under the 2004 Plan have a maximum term of ten years. The
exercise price of options granted under the 2004 Plan is payable in cash.
Options granted under the 2004 Plan are not transferable, except by will and the
laws of descent and distribution.

      Unless otherwise provided in an option, each outstanding option may, in
the sole discretion of the committee, become immediately fully exercisable: if
there occurs any transaction, or series of transactions, that has the result
that our shareholders immediately before such transaction cease to own at least
51 percent of our voting stock; upon the closing of a transaction,
consolidation, reorganization, liquidation or dissolution in which we do not
survive; or upon the closing of the sale, lease, exchange or other disposition
of all or substantially all our property and assets.

      The Compensation Committee may in its sole discretion accelerate the date
on which any option may be exercised and may accelerate the vesting of any
shares subject to any option or previously acquired by the exercise of any
option. Options granted to the officers and directors under the 2004 Plan may
not be exercised unless otherwise expressly provided in any option, until six
months following the date of grant.

      The committee may also, in its sole discretion, by giving written notice
cancel, effective upon the date of the consummation of certain corporate
transactions that would result in an option becoming fully exercisable, any
option that remains unexercised on such date. Such notice will be given a
reasonable period of time prior to the proposed date of such cancellation and
may be given either before or after shareholder approval of such corporate
transaction.

Termination of Options.

      The expiration date of an option is determined by the committee at the
time of the grant and is set forth in the applicable option agreement. In no
event may an option be exercisable after ten years from the date it is granted.

Restricted Stock.

      Restricted stock may be granted to employees or consultants. The grant may
be subject to vesting or forfeiture conditions similar to the options.
Additional restrictions on transfer may be imposed.


                                       30


Directors' Compensation

      Directors who are also our employees receive no additional compensation
for serving on the Board. We reimburse non-employee Directors for all travel and
other expenses incurred in connection with attending meetings of the Board of
Directors. Our Directors who are also employees may participate in other
incentive plans such as awards of stock options. However, we did grant an option
under our 2004 Stock Option Plan to purchase 7,000 shares of our common stock
with an exercise price of $3.75 to James Ferris when he joined the Board of
Directors in December 2004.


                                       31


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

      The following table sets forth the number of shares of our common stock
beneficially owned by (i) those persons or groups known to beneficially own more
than 5% of our common stock, (ii) each of our executive officers and directors,
and (iv) as a group, persons who are our directors and executive officers. The
information is determined in accordance with Rule 13d-3 promulgated under the
Securities Exchange Act of 1934. Except as indicated below, the shareholders
listed possess sole voting and investment power with respect to their shares.



                                                                                   Nature of          Amount and
                                                                                  Beneficial          Percent of
Name and Address of Beneficial Owner                                             Ownership (1)         Class (1)
- ----------------------------------------------------------------------------    ----------------    ----------------
                                                                                                   
Thomas L. Collins(2)                                                            1,083,333                4.44%
Steve Racoosin(3)                                                               3,486,900               14.28%
David A. Rane (4)                                                                 200,000                0.82%
Fred Lundberg(5)                                                                  685,000                2.81%
John Pimentel(6)                                                                1,400,000                5.73%
James L. Ferris                                                                     1,750                0.01%
One World Zero Waste, LLC(7)                                                    2,161,900                8.86%
Jan-Can LP(7)                                                                   1,300,000                5.32%
Darren Pedersen(8)                                                              1,337,500                5.48%
Laird Q. Cagan (9)                                                              2,059,033                8.43%
All executive officers and directors as a group (6 persons)                     6,856,983               28.09%


*  Less than 1%.

(1)   Based on 24,413,692 shares outstanding on March 15, 2005. Beneficial
      ownership is determined in accordance with the rules of the Securities and
      Exchange Commission and includes voting or investment power with respect
      to the securities. Common shares subject to options or warrants that are
      currently exercisable or exercisable within 60 days of March 15, 2004 are
      deemed to be outstanding and to be beneficially owned by the person or
      group holding such options or warrants for the purpose of computing the
      percentage ownership of such person or group but are not treated as
      outstanding for the purpose of computing the percentage ownership of any
      other person or group. Unless otherwise indicated, the address for each of
      the individuals listed in the table is care of World Waste Technologies,
      Inc., 13250 Evening Creek Drive, Suite 130, San Diego, California, 92128.
      Unless otherwise indicated by footnote, the persons named in the table
      have sole voting and sole investment power with respect to all common
      shares shown as beneficially owned by them, subject to applicable
      community property laws. Percentage of beneficial ownership is based on
      24,413,692 shares of our common stock outstanding as of March 15, 2005.

(2)   Includes 1,050,000 shares beneficially owned by a family trust over which
      Mr. Collins has the power to vote and the power to dispose over such
      shares and 33,000 shares issuable upon exercise of a warrant.

(3)   Includes 2,161,900 shares owned by One World Zero Waste, LLC and 1,300,000
      shares owned by Jan-Can, L.P. over which Mr. Racoosin has the power to
      vote and the power to dispose. Also includes 25,000 shares issuable upon
      exercise of a warrant.

(4)   Includes 50,000 shares issuable upon exercise of a stock option.

(5)   Includes 25,000 shares issuable upon exercise of a warrant.


                                       32


(6)   Includes 350,000 shares owned by Mr. Pimentel's spouse and 50,000 shares
      by trusts for the benefit of his family members of which he is the
      trustee. Address is c/o Cagan McAfee, 10600 N. De Anza Blvd., Suite 250,
      Cupertino, CA 95014.

(7)   Address: c/o WWT, 13520 Evening Creek Drive, Suite 130, San Diego,
      California 92128. Mr. Racoosin has the power to vote and the power to
      dispose of these shares and are included in his beneficial ownership.

(8)   Address: 903 Tourmaline Street, San Diego, California 92109.

(9)   Includes 200,000 shares held in trust for the benefit of Mr. Cagan's
      daughters of which Mr. Cagan is the trustee. Also includes warrants to
      purchase 174,033 shares of common stock which are vested and immediately
      exercisable. Address is c/o Cagan McAfee Capital Partners, LLC, 10600 N.
      De Anza Blvd., Suite 250, Cupertino, CA 95014.

Equity Compensation Plan Information

      The following table summarizes as of December 31, 2004, the number of
securities to be issued upon the exercise of outstanding derivative securities
(options, warrants, and rights); the weighted-average exercise price of the
outstanding derivative securities; and the number of securities remaining
available for future issuance under our equity compensation plans.



                                                                                           Number of securities
                                     Number of securities                                 remaining available for
                                      to be issued upon          Weighted-average          future issuance under
                                         exercise of             exercise price of          equity compensation
                                     outstanding options,      outstanding options,       plans (excluding column
         Plan Category               warrants and rights        warrants and rights                (a))
- --------------------------------    -----------------------    ----------------------    --------------------------
                                             (a)                       (b)                          (c)
                                                                                        
Equity compensation plans                  157,000                  [$510,250]                   1,843,000
approved by security holders

Equity compensation plans not                 0                          0                           0
approved by security holders

Total                                      157,000                  [$885,250]                   1,843,000


      The equity compensation plan was approved by the security holders on March
25, 2004. Other than We have not adopted without the approval of security
holders any equity compensation plan under which securities of the issuer are
authorized for issuance.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In December 2003, the Company entered into an agreement, amended in March
2004, with Cagan McAfee Capital Partners, LLC ("CMCP"). The agreement provides
for CMCP to provide advisory and consulting services and for NASD broker dealer,
Chadbourn Securities Inc. ("Chadbourn"), to provide investment banking services
to the Company.


                                       33


      The agreement calls for, among other things, the Company to pay to CMCP a
monthly advisory fee of $15,000, increased to $20,000 beginning in September
2004. The total professional fees paid to CMCP for the year ended December 31,
2004 for advisory services was $200,000. John Pimentel, a member or our Board of
Directors, is a director of CMCP.

      Chadbourn and Laird Q. Cagan, a registered representative of Chadbourn,
acted as the placement agent (collectively, the "Placement Agent") for us in
connection with the private placement of 3,923,370 shares of our common stock in
2004. In connection with those private placements, we paid the Placement Agent a
commission of 8% of the price of all shares sold by it, or approximately
$487,200. In addition, we paid the Placement Agent a non-accountable expense
allowance (equal to 2% of the purchase price of the shares or approximately
$90,000) and issued the Placement Agent, or its affiliates, warrants to purchase
392,337 of our common shares, at exercise prices between $1.00 and $2.50. Mr.
Cagan is a significant shareholder of WWT.

      We believe that all of the transactions set forth above were made on terms
no less favorable to us than could have been obtained from unaffiliated third
parties. We intend that all future transactions with affiliated persons be
approved by a majority of the Board of Directors, including a majority of the
independent and disinterested outside directors on the Board of Directors, and
be on terms no less favorable to us than could be obtained from unaffiliated
third parties.

ITEM 13. EXHIBITS

(a)

Exhibit Number   Description
- --------------   -----------

2.1              Amended Agreement and Plan of Reorganization by and between
                 Voice Powered Technology International, Inc., V-Co Acquisition,
                 Inc. and World Waste Technologies, Inc., dated as of dated as
                 of March 25, 2004. (1)

2.2              Amendment No. 1 dated August 24, 2004 to Agreement and Plan of
                 Reorganization dated as of March 25, 2004 among VPTI, V-CO
                 Acquisition, Inc. and World Waste Technologies, Inc. (2)

3.1              Amended and Restated Articles of Incorporation of Company. *

3.3              Bylaws of Company, as amended. (3)

4.1              Specimen Stock Certificate. *

4.2              Form of outstanding Warrant. (4)

10.1             Form of Indemnity Agreement entered into among the Registrant
                 and our directors and officers. (5)

10.2             Form of Registration Rights Agreement. (2)

10.3             2004 Stock Option Plan. *

10.4             Form of stock option agreements.*

10.5             Lease between World Waste of America, Inc., a wholly-owned
                 subsidiary of the Company and Legacy Sabre Springs, LLC, dated
                 as of March 10, 2004. *

10.6             Lease Agreement between the Company and Taormina Industries,
                 LLC, dated as of July 14, 2004. (2)


                                       34


10.7             Amendment No. 1 to Lease Agreement between the Company and
                 Taormina Industries, LLC, dated as of March 17, 2005.*

10.8             Waste Recycle Agreement between the Company and Taormina
                 Industries, LLC, dated as of June 27, 2003. (2)

10.9             Amended and Restated Technology License Agreement dated June
                 21, 2004, between Bio-Products International, Inc. and the
                 Company (2)

10.10            Employment Agreement with Thomas L. Collins (2)

10.11            Employment Agreement with Steve Racoosin (2)

10.12            Employment Agreement with Fred Lundberg (2)

10.13            Employment Agreement with David A. Rane (5)

10.14            Stock Purchase Warrant Issued to Thomas L. Collins (2)

10.15            Stock Purchase Warrant Issued to Steve Racoosin (2)

10.16            Stock Purchase Warrant Issued to Fred Lundberg (2)

10.17            Stock Purchase Warrant Issued to Dr. Michael Eley (2)

10.18            Stock Purchase Warrant Issued to Don Malley (2)

21.1             Subsidiaries of the Company. *

31.1             Certification of the Chief Executive Officer pursuant to
                 Section 302 of the Sarbanes-Oxley Act. *

31.2             Certification of the Chief Financial Officer pursuant to
                 Section 302 of the Sarbanes-Oxley Act. *

32.1             Certification of the Chief Executive Officer pursuant to
                 Section 906 of the Sarbanes-Oxley Act. *

32.2             Certification of the Chief Financial Officer pursuant to
                 Section 906 of the Sarbanes-Oxley Act. *

- ----------

*                Filed herewith.

(1)              Incorporated by reference to the Company's Current Report on
                 Form 8-K filed on March 29, 2004

(2)              Incorporated by reference to the Company's Current Report on
                 Form 8-K filed on August 30, 2004.

(3)              Incorporated by reference to Company's Registration Statement
                 on Form SB-2, File No. 33-50506, Effective October 20, 1993

(4)              Incorporated by reference to the Company's Current Report on
                 Form 8-K filed on September 30, 2004.

(5)              Incorporated by reference to the Company's Current Report on
                 Form 8-K filed on November 5, 2004.

(b) Reports on Form 8-K

      The Company filed the following reports on Form 8-K during the last
quarter of the fiscal year ended December 31, 2004:


                                       35


      o     On December 23, 2004, the Company filed a Current Report on Form 8-K
            to announce the appointment of James Ferris to the Board (Item 5.02
            and 9.01)

      o     On December 17, 2004, the Company filed a Current Report on Form 8-K
            to disclose the sale of unregistered securities that raised gross
            proceeds to the Company of $1,100,000 (Item 1.01, 3.02 and 9.01)

      o     On November 11, 2004, the Company filed an Amended Current Report on
            Form 8-K to disclose the financial information required pursuant to
            the merger of the Company and Voice Powered Technology
            international, Inc. which was completed on August 24, 2004 (Item
            9.01)

      o     On November 5, 2004, the Company filed a Current Report on Form 8-K
            to announce the appointment of David A. Rane to the position of
            Senior Vice President and Chief Financial Officer of the Company
            (Item 5.02)

      o     On October 12, 2004, the Company filed a Current Report of Form 8-K
            to announce the entry of a settlement with Reid and Simi Jilek (Item
            1.01) and the sale of unregistered securities that raised gross
            proceeds to the Company of $710,000 (Item 1.01, 3.02 and 9.01)

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Below is the aggregate amount of fees billed for professional services rendered
by Stonefield Josephson, Inc. and Levitz, Zacks & Ciceric, our principal
accountants with respect to fiscal 2004. No fees were paid to either firm in
2003.


                                             Stonefield       Levitz, Zacks &
                                             Josephson           Ciceric
                                               2004               2004
                                              -------            -------
Audit fees                                    $11,232            $38,226
Audit related fees                             21,000             13,433
Tax fees                                           --              8,380
All other fees                                     --              7,727

      All of the professional services rendered by our principal accountants for
the audit of our annual financial statements and review of financial statements
included in our Form 10-QSB or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for last two fiscal years were pre-approved by the audit committee.


                                       36


                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
Company caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date: March 30, 2005                   WORLD WASTE TECHNOLOGIES, INC.


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

      Pursuant to the requirements of the Securities Act of 1934, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.



Signature                    Title                                               Date
- ---------                    -----                                               ----

                                                                           
/s/ Thomas L. Collins        Chief Executive Officer, and Chairman (Principal    March 31, 2005
- ---------------------
Thomas L. Collins            Executive Officer)

/s/ David A. Rane            Chief Financial Officer (Principal Financial        March 31, 2005
- ---------------------
David A. Rane                Officer and Principal Accounting Officer)

/s/ John Pimentel            Director                                            March 30, 2005
- ---------------------
John Pimentel

/s/ James Ferris             Director                                            March 30, 2005
- ---------------------
James Ferris

/s/ Steve Racoosin           Director                                            March 30, 2005
- ---------------------
Steve Racoosin

/s/ Fred Lundberg            Director                                            March 30, 2005
- ---------------------
Fred Lundberg



                                       37


                              FINANCIAL STATEMENTS

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULE

Report of Independent Registered Public Accounting Firm                      F-1
Report of Independent Registered Public Accounting Firm                      F-2
Consolidated Financial Statements:                                           F-3
    Balance Sheet                                                            F-4
    Statement of Operations                                                  F-5
    Statement of Shareholders' Equity                                        F-6
    Statement of Cash Flows                                                  F-7
Notes to Consolidated Financial Statements                                   F-8


                                      F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board Of Directors And Stockholders Of World Waste Technologies, Inc.
San Diego, California

We have audited the accompanying balance sheet of World Waste Technologies, Inc.
as of December 31, 2004 and the related statements of operations, stockholders'
deficit and cash flows for the year ended December 31, 2004. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of World Waste Technologies, Inc.
as of December 31, 2004 and the results of its operations and its cash flows for
the year ended December 31, 2004, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the company as a going concern. As discussed in Note
2, the Company has incurred significant net losses since its inception and has
an accumulated deficit of $3,075,712 and expects to incur substantial additional
costs and capital expenditures to complete the initial facility. The Company has
not generated any revenues to date. The foregoing matters raise substantial
doubt about the ability of the Company to continue as a going concern.
Management's plans in regard to these matters are described in Note 2 of the
accompanying financial statements. These financial statements do not include any
adjustments that might result from the outcome of these uncertainties.


/s/ Stonefield Josephson
- ---------------------------------------
Stonefield Josephson
Santa Monica, California
February 4, 2005


                                      F-2


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
WORLD WASTE OF AMERICA, INC.
Poway, California

      We have audited the accompanying consolidated balance sheet of World Waste
of America, Inc. and Subsidiaries (a development stage company) as of December
31, 2003, and the related consolidated statements of operations, stockholders'
equity (deficit) and cash flows for the year ended December 31, 2003, and for
the period from June 18, 2002 (inception) to December 31, 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

      We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of World Waste of
America, Inc. and Subsidiaries (a development stage company) as of December 31,
2003, and the consolidated results of their operations and their consolidated
cash flows for the year ended December 31, 2003 and for the period from June 18,
2002 (inception) to December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.

      The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 2 to
the consolidated financial statements, the Company incurred a net loss of
$804,605 for 2003 and had an accumulated deficit of $1,231,494 as of December
31, 2003. These factors, among others, raise substantial doubt about its ability
to continue as a going concern. However, management's plans in regard to these
matters are also described in Note 2. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


/s/ Levitz, Zacks & Ciceric
- ---------------------------------------
San Diego, California
April 5, 2004


                                      F-3


                 World Waste Technologies, Inc. and Subsidiaries

                     (Formerly World Waste of America, Inc.)
                          (A Development Stage Company)
                           Consolidated Balance Sheet



                                                                                December 31    December 31
                                                                                   2004           2003
                                                                                -----------    -----------
                                                                                         
ASSETS:

Current assets:
     Cash                                                                       $ 1,128,502    $   167,619
     Prepaid expenses                                                                94,203         19,085
     Note receivable                                                                                12,336
                                                                                -----------    -----------
Total current assets                                                              1,222,705        199,040

Fixed assets:
     Machinery and equipment, net of accumulated depreciation
        of $16,508                                                                  539,401         28,674
     Deposits on equipment                                                        3,417,959
     Construction in progress                                                     1,041,509
                                                                                -----------    -----------
                                                                                  4,998,869         28,674
Other assets:
     Deposit long-term                                                              114,278
     Patent license                                                                 450,625        350,000
                                                                                -----------    -----------
     TOTAL ASSETS                                                               $ 6,786,477    $   577,714
                                                                                ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):

LIABILITIES:

Current liabilities:
     Accounts payable                                                           $ 1,380,791    $    12,500
     Accrued salaries payable                                                       132,703        122,830
     Accrued litigation payable                                                     122,500
     License fees payable                                                                          167,500
     Other liabilities                                                              114,242        103,832
     Current portion of note payable                                                  5,343          4,943
     Convertible promissory notes payable                                                        1,177,000
                                                                                -----------    -----------
Total current liabilities                                                         1,755,579      1,588,605
                                                                                -----------    -----------

Long term liabilities:
     Note payable, less current portion                                              17,025         22,367
                                                                                -----------    -----------
Total long term liabilities                                                          17,025         22,367
                                                                                -----------    -----------
     TOTAL LIABILITIES                                                            1,772,604      1,610,972
                                                                                -----------    -----------



                                      F-4


                                                                                         
STOCKHOLDERS' EQUITY (DEFICIT):

     Common stock - $.001 par value: 100,000,000 shares
        authorized, 22,725,190 and 9,100,000 shares issued and
        outstanding at December 31, 2004 and at December 31, 2003                    22,725            100
     Additional paid-in-capital                                                   8,696,860         73,136
     Common stock subscriptions                                                                    125,000
     Deficit accumulated during development stage                                (3,705,712)    (1,231,494)
                                                                                -----------    -----------
     TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                         5,013,873     (1,033,258)
                                                                                -----------    -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $ 6,786,477    $   577,714
                                                                                ===========    ===========




                                      F-5


                 World Waste Technologies, Inc. and Subsidiaries

                     (Formerly World Waste of America, Inc.)
                          (A Development Stage Company)
                      Consolidated Statements of Operations



                                                                        June 18, 2002   June 18, 2002
                                             For the Year Ended        (inception) to   (Inception) to
                                         December 31,   December 31,    December 31,     December 31,
                                            2004            2003           2002 *          2004 *
                                        ------------    ------------    ------------    ------------
                                                                            
    REVENUE                             $         --    $         --    $         --    $         --
EXPENSES:

    Research and development                 284,587         208,829          23,910         517,326
    General and administrative:            2,124,436         532,450         322,680       2,976,566
                                        ------------    ------------    ------------    ------------
    Loss from operations                  (2,409,023)       (741,279)       (346,590)     (3,496,892)

    Interest expense                          65,195          63,326          12,773         141,293
                                        ------------    ------------    ------------    ------------
    Net loss before provision for
      Income taxes                        (2,474,218)       (804,605)       (359,363)     (3,638,185)

    Income taxes                                  --              --              --              --
                                        ------------    ------------    ------------    ------------

    Net loss                            $ (2,474,218)   $   (804,605)   $   (359,363)   $ (3,638,185)
                                        ============    ============    ============    ============

    Basic and diluted Net Loss per
      share                             $      (0.14)   $      (0.09)   $      (0.04)   $      (0.30)
                                        ============    ============    ============    ============
    Weighted average number of shares
      outstanding used in
      calculation                         17,104,555       9,100,000       9,100,000      12,301,822
                                        ============    ============    ============    ============


*     Approximately $67,526 in Consulting and Travel expenses incurred prior to
      inception of the business on June 18, 2002 are not included.


                                      F-6


                 World Waste Technologies, Inc. and Subsidiaries

                     (Formerly World Waste of America, Inc.)
                          (A Development Stage Company)
            Consolidated Statement of Stockholders' Equity (Deficit)




                                                                          Additional     Common Stock   Accumulated
                                               Shares       Dollars     Paid in Capital  Subscription    Deficit *        Total
                                           ------------   ------------   ------------    ------------   ------------   ------------
                                                                                                        
Preformation expenses                                     $              $               $              $    (67,526)  $    (67,526)

Formation - June 18, 2002                     9,100,000            100         73,036                                        73,136

      Net Loss - 2002                                                                                       (359,363)      (359,363)
                                           ------------   ------------   ------------    ------------   ------------   ------------

December 31, 2002                             9,100,000            100         73,036              --       (426,889)      (353,753)

      Additional paid in capital                                                  100                                           100

      Common stock subscribed                                                                 125,000                       125,000

      Net loss - 2003                                                                                       (804,605)      (804,605)
                                           ------------   ------------   ------------    ------------   ------------   ------------
December 31, 2003                             9,100,000            100         73,136         125,000     (1,231,494)    (1,033,258)

      Merger with Waste Solutions, Inc.
                                              7,100,000             63          2,137                                         2,200
      Common stock subscriptions
                                                125,000              1        124,999       (125,000)                            --
      Common Stock and warrants net of
        offering cost prior to VPTI merger    3,045,206             31      3,952,321                                     3,952,352
      Shares cancelled                         (500,000)            (5)             5                                            --

      Warrants Issued                                                         175,191                                       175,191

      Merger with VPTI                        1,200,817         21,062        (21,062)                                           --
      Conversion of convertible
      Promissory notes payable                1,193,500             12      1,193,488                                     1,193,500
      Forgiveness of accrued interest
        on convertible promissory notes                                       135,327                                       135,327
      Common stock and warrants sold
        for cash, net of offering costs       1,460,667          1,461      2,865,462                                     2,866,923

      Amortization of stock options and
      warrants for services rendered                                          195,856                                       195,856

      Net Loss                                                                                            (2,474,218)    (2,474,218)
                                           ------------   ------------   ------------    ------------   ------------   ------------

December 31,2004                             22,725,190   $     22,725   $  8,696,860    $              $ (3,705,712)  $  5,013,873
                                           ============   ============   ============    ============   ============   ============


*     Accumulated during development stage

                                      F-7


                 World Waste Technologies, Inc. and Subsidiaries

                     (Formerly World Waste of America, Inc.)
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flow



                                                                                       June 18, 2002        June 18, 2002
                                                     Twelve Month Ending               (inception) to        (Inception) to
                                            December 31, 2004   December 31, 2003     December 31, 2002    December 31, 2004*
                                               -----------          -----------          -----------          -----------
                                                                                                   
Cash Flow from operating activities:

      Net Loss                                 $(2,474,218)         $  (804,605)         $  (359,363)         $(3,638,186)
Adjustments to reconcile net loss to
  net cash used in operating activities:
      Depreciation                                   8,315                5,781                2,412               16,508
      Interest forgiveness                          62,295                                                         62,295
      Warrant issued for consulting                 74,566                                                         74,566
      Stock based compensation                     195,856                                                        195,856

Changes in operating assets and liabilities:

      Accounts payable                           1,368,290              (61,070)              73,570            1,380,790
      Accrued salaries                               9,873               64,535               58,296              132,704
      Accrued litigation settlement                122,500                                                        122,500
      Accrued other liabilities                      8,725               50,646               34,100               93,471
                                               -----------          -----------          -----------          -----------
      Net cash used in operating
        activities                                (623,798)            (744,713)            (190,985)          (1,559,496)
                                               -----------          -----------          -----------          -----------

Cash flows from investing activities:

      Construction in progress                  (1,041,509)                                                    (1,041,509)
      Deposits on equipment                     (3,417,959)                                                    (3,417,959)
      Purchase machinery and equipment            (519,042)                                   (4,000)            (523,042)
      Purchase of intangible                      (167,500)                                 (182,500)            (350,000)
      Note receivable                               12,336              (12,336)                                       --
      Deposit leases                              (114,278)                                                      (114,278)
                                               -----------          -----------          -----------          -----------
                                                (5,247,952)             (12,336)            (186,500)          (5,446,788)
                                               -----------          -----------          -----------          -----------
Cash flows from financing activities:

      Amounts due to employees                                          (10,256)              10,256
      Note payable on vehicle                       (5,342)              (4,573)                (984)             (10,899)
      Convertible promissory notes
        payable                                                         812,500              296,974
      Common stock subscription                                         125,000
      Warrants, common stock and
        additional paid in capital               6,837,975                  100               73,136            8,145,685
                                               -----------          -----------          -----------          -----------
                                                 6,832,633              922,771              379,382            8,134,786
                                               -----------          -----------          -----------          -----------
Net increase in cash                               960,883              165,722                1,897            1,128,502


                                      F-8


                                                                                                   
Beginning cash                                     167,619                1,897                   --                  -0-
                                               -----------          -----------          -----------          -----------
Ending cash                                    $ 1,128,502          $   167,619          $     1,897          $ 1,128,502
                                               ===========          ===========          ===========          ===========

Interest paid                                  $     2,548          $     2,326          $       741          $     5,615

Income taxes paid                                       --                   --                   --                   --

Non-cash investing and financing
  activities:                                            0



*     During 2002, the Company issued $67,526 of Convertible Promissory Notes
      payable for preformation funds received and expended prior to Inception.

      The Company issued 125,000 shares of common stock in exchange for $125,000
      in common stock subscriptions.

      The Company issued warrants to purchase 315,354 shares of common stock to
      the placement agent for services rendered in connection with the fund
      raising effort.

      The Company issued warrants to purchase 50,000 shares of common stock for
      consulting services.

      The Company issued 1,193,500 shares of common stock upon conversion of the
      Convertible Promissory Notes payable and accrued interest.

      The Company issued warrants to purchase 250,000 shares of its common stock
      for a modification to the technology license agreement.

                                      F-9


                 World Waste Technologies, Inc. and Subsidiaries
                     (Formerly World Waste of America, Inc.)
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2004

Note 1. DESCRIPTION OF BUSINESS

      The accompanying Consolidated Financial Statements include the accounts of
World Waste Technologies, Inc. (Formerly World Waste of America, Inc.) and its
wholly owned subsidiaries World Waste of Anaheim, Inc., and World Waste of
California, Inc. (collectively the "Company"). All significant inter-company
accounts and transactions have been eliminated upon consolidation. World Waste
Technologies, Inc. (WWTI), a California corporation, was formed on June 18, 2002
as World Waste of America, Inc. WWTI holds the United States license from
Bio-Products International, Inc. with respect to patented technology developed
at the University of Alabama in Huntsville, and other related intellectual
property, which technology was designed to convert a large percent of municipal
solid waste into a cellulose fiber containing material. It is anticipated that
additional value will be realized through the capture of inorganic, recyclable
materials such as aluminum, steel, and tin. The Company intends to generate
revenue from receiving the waste (tipping fees) and from selling cellulose fiber
and recyclable materials.

      In March 2004, World Waste of America, Inc. (WWA), merged with a
wholly-owned subsidiary of Waste Solutions, Inc. (WSI), a California
corporation, and changed its name to World Waste Technologies, Inc. (WWTI).
Cagan McAfee Capital Partners and its affiliates were the controlling
shareholders of WSI. Prior to the merger WSI had 7,100,000 shares of common
stock outstanding and WWA had 9,100,000 shares of common stock outstanding. The
merger was transacted by WSI issuing one of its shares for each share of WWA.
After the merger there were 16,200,000 shares outstanding. The agreement was
accounted for as a reverse merger of WWA, similar to a recapitalization, because
the shareholders of WWA became the controlling shareholders of the entity after
the exchange. Accordingly, for accounting purposes, the historical financial
statements presented are those of WWA.

      In March, 2004, WWTI entered into an Agreement and Plan of Reorganization
with Voice Powered Technologies International, Inc., a California corporation
("VPTI"), to merge with and into VPTI. VPTI is a publicly-traded company trading
under the stock symbol VPTI.OB. VPTI is a shell corporation with no material
operations. The merger with VPTI was completed on August 24, 2004. As part of
the merger agreement, WWTI shareholders received 20,063,706 VPTI shares or
approximately 95% of the outstanding shares of VPTI in exchange for 20,063,706
WWTI shares, or a one for one exchange. Upon completion of the Merger, VPTI
changed its name to World Waste Technologies, Inc. As the shareholders of WWTI
became the controlling shareholders of VPTI after the exchange, WWTI is treated
as the acquirer for accounting purposes, and therefore the transaction was
accounted for as a reverse merger. Accordingly, for accounting purposes, the
historical financial statements presented are those of WWTI.

Note 2. GOING CONCERN

      The accompanying consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company had a
net loss for the year ended December 31, 2004 of $2,474,218 compared to a net
loss of $804,605 for the twelve months ended December 31, 2003, and the Company
had an accumulated deficit of $3,705,712 at December 31, 2004. The Company
expects to incur substantial additional costs and capital expenditures to
complete the initial facility and through the initial quarter of processing. The
ability to complete and operate the facility is subject to the Company obtaining
funding and/or obtaining equipment financing. If this funding is not obtained
the Company may be unable to continue as a going concern for a reasonable period
of time.


                                      F-10


Note 2. GOING CONCERN, cont.

      The Company intends to raise additional debt and/or equity financing to
sustain its operations and to complete its capital expenditures, although there
can be no assurance that it will be able to raise such funds on terms acceptable
to the Company, or at all.

      The consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern. The Company's continuation as
a going concern is dependent upon its ability to generate sufficient cash flow
to meet its obligations on a timely basis, to obtain additional financing as may
be required, and ultimately to attain successful operations. Management is
continuing its efforts to obtain additional funds so that the Company can meet
its obligations.

Note 3. SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation

      The accompanying consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United States of
America. The Company is a new enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standards Board, since it has
derived no revenues from its activities to date.

      Use of Estimates

      The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

      Cash and Cash Equivalents

      The Company considers all highly liquid investments with a maturity of
three months or less when purchased, which are not securing any corporate
obligations, to be cash equivalents. The Company has no cash equivalents at
December 31, 2004.

      Concentration of Credit Risk

      The Company maintains its cash balances in a financial institution. Cash
balances at the institution are insured by the Federal Deposit Insurance
Corporation up to $100,000. The Company has not experienced any losses in
connection with such accounts.

      Fixed Assets

      Machinery and Equipment is stated at cost. Depreciation is computed on the
straight-line method over the estimated useful asset lives, to commence when the
asset is put in use. At December 31, 2004 the Company had issued purchase orders
of $8,225,000 for plant equipment to be manufactured against which equipment
costs of $486,000, construction in progress costs of $1,042,000 and deposits on
equipment of $3,418,000 have been capitalized.


                                      F-11


Note 3. SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES, cont.

      Fixed Assets, cont.

      The Company has completed a substantial portion of the engineering process
for the initial plant in Anaheim, California and plans to capitalize all costs
directly associated with developing the plant throughout the remainder of
construction. Construction is expected to be completed in the third quarter of
2005.

      Intangibles

      Intangible assets are recorded at cost. At December 31, 2004 and December
31, 2003, the Company's only intangible asset was the License from Bio-Products
for the patented technology and other related intellectual property. The Company
will begin amortizing this intangible asset upon completion of the first
facility on a straight-line basis over the remaining life of the License. The
Company's policy regarding intangible assets is to review such intangible assets
for impairment whenever events or changes in circumstances indicate that its
carrying amount may not be recoverable. If the review indicates that intangible
assets are not recoverable (i.e. the carrying amount is more than the future
projected undiscounted cash flows), its carrying amount would be reduced to fair
value. The Company carried no goodwill on its books at either December 31, 2004
or December 31, 2003. Further, during the year ended December 31, 2004 the
Company had no material impairment to its intangible asset.

      Research and Development

      Research and development costs are charged to operations when incurred.

      Income Taxes

      The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes."
In accordance with SFAS No. 109, the Company records a valuation allowance
against net deferred tax assets if, based upon the available evidence, it is
more likely than not that some or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income and when temporary differences become
deductible. The Company considers, among other available information,
uncertainties surrounding the recoverability of deferred tax assets, scheduled
reversals of deferred tax liabilities, projected future taxable income, and
other matters in making this assessment.

      Segment Reporting

      The Company currently operates in a single segment. In addition, financial
results are prepared and reviewed by management as a single operating segment.
The Company continually evaluates its operating activities and the method
utilized by management to evaluate such activities and will report on a segment
basis when appropriate to do so.

      Comprehensive Income

      SFAS No. 130, "Reporting Comprehensive Income," establishes standards for
the reporting and display of comprehensive income and its components in the
financial statements. As of December 31, 2004 the Company has no items that
represent other comprehensive income and, therefore, has not included a schedule
of comprehensive income in the consolidated financial statements.

      Fair Value of Financial Instruments

      The carrying values of cash, note receivable, note payable, accounts
payable and other accrued liabilities approximate fair value due to either their
short-term nature or interest rates which approximate market rates.


                                      F-12


Note 3. SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES, cont.

      Reclassification

      Certain amounts for the year ended December 31, 2003 and 2002 have been
reclassified to conform with the presentation of the December 31, 2004 amounts.
These reclassifications have no effect on reported net loss.

      Stock-Based Compensation

      Employee and Director Options and Warrants

      During the fourth quarter of 2004, the Company adopted SFAS No. 123
entitled, "Accounting for Stock-Based Compensation." Accordingly, the Company
has expensed the compensation cost for the warrants issued based on the fair
value at the warrant grant dates. The Company recognized expense in 2004 of
$23,606 related to the value of options and warrants issued to employees and
directors.

      The fair value of these warrants was estimated at the dates of grant using
the Black-Scholes option valuation model with the following weighted-average
assumptions:

                                                  For the Twelve Months Ended
                                                 -------------------------------
                                                 December 30,       December 30,
                                                    2004               2003
                                                   ------             ------
Risk-free interest rate                               3.6%                --
Dividend yield                                         --                 --
Volatility                                           26.4%                --

Weighted averaged expected life

      The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting restriction and
are fully transferable. In addition, option valuation models require the input
of highly subjective assumptions including the expected stock price volatility.
Because the Company's warrants issued to employees have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.



                                              Year ended, December 31, 2004
                                             --------------------------------------------------------
                                                            Average Exercise   Weighted Average Grant
                                               Number          Price                date fair value
                                              -------                          ----------------------
                                                                            
Outstanding at beginning of period                 --               --                    --
Granted during the period                     407,000          $  2.18               $  0.58
Vested during the period                           --               --                    --
Forfeited during the period                        --               --                    --
Outstanding at the end of the period          407,000          $  2.18               $  0.58



      During the year ended December 31, 2004, the Company issued 250,000
warrants to officers of the Company. In addition, during the year ended December
31, 2004, the Company adopted the 2004 Incentive Stock Option Plan (Plan) with
2,000,000 shares available for grant. During 2004, the Company granted
options to purchase 157,000 shares under the plan to an officer and to a
director, leaving 1,843,000 shares available for grant as of December 31, 2004.
Options are granted from time to time to officers and directors. Options granted
to date from the plan have been at the market price on the date of the grant and
vest over one to four years and are exercisable over a five to ten year period.


                                      F-13


Note 3. SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES, cont.

Non employment stock based compensation

      During 2004, the Company issued the following warrants to purchase the
Company's stock as payment for services rendered to the Company.


Number issued                                                          1,498,671

Weighted average grant date fair value                                 $    1.34

Average exercise price                                                 $     .77

Exercised during the period                                              510,333

Exercisable at end of period                                             988,338

Outstanding at the end of period                                         988,338

      These warrants were issued as follows:

            o     The Company issued 392,338 warrants in exchange for services
                  rendered to the placement agent (see note 7):

            o     The Company issued 250,000 warrants in exchange for patent
                  license rights (see note 4):

            o     The Company issued 50,000 warrants in exchange for consulting
                  services:

            o     The Company issued 481,333 warrants as part of the investment
                  units for investments made in the Company (see note 7):

            o     325,000 warrants were issued by Waste Solutions, Inc prior to
                  the merger World Waste of America, Inc, for consulting
                  services to be rendered after the announcement of a definitive
                  agreement to merge with a publicly traded company. The right
                  to purchase these shares were given in exchange for services
                  to be rendered after the announcement of a definitive
                  agreement to merge with a publicly traded company. The Company
                  is amortizing the value of the warrants, $459,322, beginning
                  March 25, 2004, the date the definitive agreement with VPTI
                  was announced (see Note 1), over 24 months, the term of the
                  consulting agreement. In addition to the warrants, Waste
                  Solutions, Inc. in 2003, prior to the merger with World Waste
                  of America in 2004, sold 900,000 shares to two consultants.

Earnings Per Share

      The Company has adopted Statement of Financial Accounting Standards No.
128, "Earnings per Share" (SFAS No. 128). SFAS No. 128 provides for the
calculation of basic and diluted earnings per share.


                                      F-14


Note 3. SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES, cont.

Earnings Per Share, cont.

Basic earnings per share includes no dilution and is computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution of securities that could share in the earnings of an entity, such as
stock options, warrants or convertible securities. Due to their anti-dilutive
effect, common stock equivalents of 1,395,338 in 2004, 1,177,000 in 2003 and
364,500 in 2002 were not included in the calculation of diluted earnings per
share.

New Accounting Pronouncements

      In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" (an interpretation of Accounting Research Bulletin
(ARB) No. 51, Consolidated Financial Statements). Interpretation 46 addresses
consolidation by business enterprises of entities to which the usual condition
of consolidation described in ARB-51 does not apply. The Interpretation changes
the criteria by which one company includes another entity in its consolidated
financial statements. The general requirement to consolidate under ARB-51 is
based on the presumption that an enterprise's financial statements should
include all of the entities in which it has a controlling financial interest
(i.e., majority voting interest). Interpretation 46 requires a variable interest
entity to be consolidated by a company that does not have a majority voting
interest, but nevertheless, is subject to a majority of the risk of loss from
the variable interest entity's activities or entitled to receive a majority of
the entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity.

      In December 2003 the FASB concluded to revise certain elements of FIN 46,
primarily to clarify the required accounting for interests in variable interest
entities. FIN-46R replaces FIN-46, that was issued in January 2003. FIN-46R
exempts certain entities from its requirements and provides for special
effective dates for entities that have fully or partially applied FIN-46 as of
December 24, 2003. In certain situations, entities have the option of applying
or continuing to apply FIN-46 for a short period of time before applying
FIN-46R. In general, for all entities that were previously considered special
purpose entities, FIN 46 should be applied in periods ending after December 15,
2003. Otherwise, FIN 46 is to be applied for registrants who file under
Regulation SX in periods ending after March 15, 2004, and for registrants who
file under Regulation SB, in periods ending after December 15, 2004. The Company
does not expect the adoption to have a material impact on the Company's
financial position or results of operations.

      In December 2003, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition." SAB 104
supersedes SAB 101, "Revenue Recognition in Financial Statements." SAB 104's
primary purpose is to rescind accounting guidance contained in SAB 101 related
to multiple element revenue arrangements, superseded as a result of the issuance
of EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables."
Additionally, SAB 104 rescinds the SEC's Revenue Recognition in Financial
Statements Frequently Asked Questions and Answers ("the FAQ") issued with SAB
101 that had been codified in SEC Topic 13, Revenue Recognition. Selected
portions of the FAQ have been incorporated into SAB 104. While the wording of
SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue
recognition principles of SAB 101 remain largely unchanged by the issuance of
SAB 104, which was effective upon issuance. The adoption of SAB 104 did not
impact the consolidated financial statements.

      In December 2003, the FASB issued a revised SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits" which replaces the
previously issued Statement. The revised Statement increases the existing
disclosures for defined benefit pension plans and other defined benefit
postretirement plans. However, it does not change the measurement or recognition
of those plans as required under SFAS No. 87, "Employers' Accounting for
Pensions," SFAS No. 88, "Employers' Accounting for Settlements and Curtailments
of Defined Benefit Pension Plans and for Termination Benefits," and SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions."
Specifically, the revised Statement requires companies to provide additional
disclosures about pension plan assets, benefit obligations, cash flows, and
benefit costs of defined benefit pension plans and other defined benefit
postretirement plans. Also, companies are required to provide a breakdown of
plan assets by category, such as debt, equity and real estate, and to provide
certain expected rates of return and target allocation percentages for these
asset categories. The Company has implemented this pronouncement and has
concluded that the adoption has no material impact to the financial statements.


                                      F-15


Note 3. SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES, cont.

      In March 2004, the Financial Accounting Standards Board (FASB) approved
the consensus reached on the Emerging Issues Task Force (EITF) Issue No. 03-1,
"The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments." The objective of this Issue is to provide guidance for identifying
impaired investments. EITF 03-1 also provides new disclosure requirements for
investments that are deemed to be temporarily impaired. The accounting
provisions of EITF 03-1 are effective for all reporting periods beginning after
June 15, 2004, while the disclosure requirements for certain investments are
effective for annual periods ending after December 15, 2003, and for other
investments such disclosure requirements are effective for annual periods ending
after June 15, 2004. The Company has evaluated the impact of the adoption of
EITF 03-1 and does not believe the impact will be significant to the Company's
overall results of operations or financial position.

      In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an
amendment of ARB No. 43, Chapter 4". The amendments made by Statement 151
clarify that abnormal amounts of idle facility expense, freight, handling costs,
and wasted materials (spoilage) should be recognized as current period charges
and require the allocation of fixed production overheads to inventory based on
the normal capacity of the production facilities. The guidance is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005.
Earlier application is permitted for inventory costs incurred during fiscal
years beginning after November 23, 2004. The Company has evaluated the impact of
the adoption of SFAS 151, and does not believe the impact will be significant to
the Company's overall results of operations or financial position.

      In December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
Time-Sharing Transactions, an amendment of FASB Statements No. 66 and 67 (SFAS
152)". The amendments made by Statement 152 amend FASB Statement No. 66,
Accounting for Sales of Real Estate, to reference the financial accounting and
reporting guidance for real estate time-sharing transactions that is provided in
AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing
Transactions. This Statement also amends FASB Statement No. 67, Accounting for
Costs and Initial Rental Operations of Real Estate Projects, to state that the
guidance for (a) incidental operations and (b) costs incurred to sell real
estate projects does not apply to real estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in SOP
04-2. This Statement is effective for financial statements for fiscal years
beginning after June 15, 2005, with earlier application encouraged. The Company
has evaluated the impact of the adoption of SFAS 152, and does not believe the
impact will be significant to the Company's overall results of operations or
financial position.

      In December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary
Transactions." The amendments made by Statement 153 are based on the principle
that exchanges of nonmonetary assets should be measured based on the fair value
of the assets exchanged. Further, the amendments eliminate the narrow exception
for nonmonetary exchanges of similar productive assets and replace it with a
broader exception for exchanges of nonmonetary assets that do not have
commercial substance. Previously, Opinion 29 required that the accounting for an
exchange of a productive asset for a similar productive asset or an equivalent
interest in the same or similar productive asset should be based on the recorded
amount of the asset relinquished. Opinion 29 provided an exception to its basic
measurement principle (fair value) for exchanges of similar productive assets.
The Board believes that exception required that some nonmonetary exchanges,
although commercially substantive, be recorded on a carryover basis. By focusing
the exception on exchanges that lack commercial substance, the Board believes
this Statement produces financial reporting that more faithfully represents the
economics of the transactions. The Statement is effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier
application is permitted for nonmonetary asset exchanges occurring in fiscal
periods beginning after the date of issuance. The provisions of this Statement
shall be applied prospectively. The Company has evaluated the impact of the
adoption of SFAS 152, and does not believe the impact will be significant to the
Company's overall results of operations or financial position.


                                      F-16


Note 3. SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES, cont.

      In December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based
Payment". Statement 123(R) will provide investors and other users of financial
statements with more complete and neutral financial information by requiring
that the compensation cost relating to share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued. Statement 123(R) covers a
wide range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. Statement 123(R) replaces FASB Statement No. 123,
Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees. Statement 123, as originally issued in
1995, established as preferable a fair-value-based method of accounting for
share-based payment transactions with employees. The Company adopted FASB
Statement No. 123(R) in December 2004.

      In December 2004 the Financial Accounting Standards Board issued two FASB
Staff Positions--FSP FAS 109-1, Application of FASB Statement 109 "Accounting
for Income Taxes" to the Tax Deduction on Qualified Production Activities
Provided by the American Jobs Creation Act of 2004, and FSP FAS 109-2 Accounting
and Disclosure Guidance for the Foreign Earnings Repatriation Provision within
the American Jobs Creation Act of 2004. Neither of these affected the Company as
it does not participate in the related activities.

Note 4. LICENSE AGREEMENT

      On June 21, 2002, the Company entered into a U.S. technology license
agreement with Bio-Products International, Inc., an Alabama corporation with
respect to certain intellectual property and patented methods and processes.
This agreement was amended on June 21, 2004. The technology was designed to
provide for the processing and separation of material contained in Municipal
Solid Waste (MSW). This unique process, treats MSW with a combination of time,
temperature and steam pressure. Temperatures of several hundred degrees
sterilize the material and the pressure, and agitation causes a pulping action.
This combination is designed to result in a large volume reduction, yielding
high-density, sterilized product that is ready for processing and/or market. The
most recent patent includes the capturing of all Volatile Organic Compounds and
was granted by the United States Patent and Trademark Office in October 2001.

      The University of Alabama in Huntsville currently owns the patent for the
Technology. This patent was licensed to Bio-Products International, Inc.
("Bio-Products") and this license was assigned to the Company for the United
States. Bio-Products is required to continue to make certain payments to the
University of Alabama in Huntsville to maintain exclusivity to the patent for
the Technology.

      The license extends for a period of 20 years from the effective date of
the agreement. The agreement shall be automatically extended until the
expiration date of the last patent issued to Bio-Products and/or the University
of Alabama in Huntsville covering the Technology.

      For the license, the Company paid a one-time fee during 2003 of $350,000,
to be paid in several installments. The Company has recorded an intangible asset
of $350,000 at December 31, 2003 and has recorded a payable for the outstanding
balance of $167,500 at December 31, 2003. The final installment of $167,500 was
paid in August 2004, two years after the signing of the agreement. The Patent
License will be amortized over the remaining life of the license beginning when
the plant is first operational.


                                      F-17


Note 4. LICENSE AGREEMENT, cont.

      During June, 2004, the Company issued warrants to purchase 250,000 shares
of its common stock at $1.50 per share to the owners of Bio-Products in
consideration for their assistance in obtaining certain modifications/
amendments to the license agreement. The fair value of the warrants of $100,625
was estimated at the date of grant using the option valuation model. The value
of the warrants was estimated using the Black-Scholes option pricing model with
the following assumptions: average risk-free interest of 3.6%; dividend yield of
0%; average volatility factor of the expected market price of the Company's
common stock of 26.4%; and a term of 4 years. The company recorded the $100,625
fair value of the warrants as an increase to the capitalized patent license.

      In addition, the Company is obligated to pay a royalty for every ton of
waste processed using the licensed technology as follows:

                  Rate                  Tons processed per day
          ---------------------    ----------------------------------

                $0.50                     1         -       2,000

                $1.00                 2,001         -      10,000

                $1.50                10,001                and up

      In addition, the Company is obligated to pay a bonus to Bio-Products of
two and one half percent (2.5%) of the gross sales price in excess of ten
dollars ($10.00) per ton for the cellulosic product produced from MSW, utilizing
the Technology.

      As additional consideration and for their experience and know-how
regarding the Technology, the Company agreed to pay Bio-Products a monthly
payment for technical services of ten thousand dollars ($10,000) per month from
January, 2003 to April 2004 and twenty thousand dollars ($20,000) per month
thereafter. As of December 31, 2004, all amounts have been paid.

      Due to the proprietary nature of the vessel design utilized in the
process, the Company also agreed that Bio-Products shall maintain the exclusive
right of vessel manufacture, and the Company shall purchase all required process
vessels exclusively from Bio-Products at a purchase price of cost plus 15%.

Note 5. SIGNIFICANT CONTRACT

      In June 2003, the Company signed a 10-year contract, with options for
three additional extensions of 5 years each, with Taormina Industries, LLC, a
wholly-owned division of Republic Services, Inc., whereby TI will deliver waste
to the Company for processing at its initial facility which will be located on
the campus of TI in Anaheim, CA and will be capable of processing 500 tons per
day. The second phase calls for the Company to build a 2,000 ton per day plant
in the Orange County area. It is estimated that the initial facility will cost
the Company approximately $12.5 million and is projected to be completed in the
third quarter of 2005, if the Company is successful in raising the necessary
funds. It is estimated that the second phase will cost the Company approximately
$45 million, excluding land and building, and is projected to be completed in
mid 2006, if the Company is successful in raising the necessary funds. The
agreement also grants TI a right of first refusal for an additional 10 counties
throughout California where TI has operations. Under the terms of this first
contract, TI will pay a per ton tipping fee to the Company. The ultimate success
of the Company is highly dependent on the ability of both parties to the
contract to fulfill their obligations, of which there can be no assurance.


                                      F-18


Note 5. SIGNIFICANT CONTRACT, cont.

      Effective July 26, 2004, the Company entered into a ten-year operating
lease agreement, with options for three additional extensions of 5 years each,
with Taormina Industries, LLC for the site of the Company's initial processing
facility. The lease requires monthly rent of $15,900. The Company paid the
lessor $95,400 upon execution of the lease representing prepaid rent of $63,600
and a $31,800 security deposit. The Company will also be required to lease
facilities to complete the second phase of the contract.

Note 6. CONVERTIBLE PROMISSORY NOTES PAYABLE, NET

      Convertible Promissory Notes Payable were convertible into common stock of
World Waste of Anaheim, Inc. until 90 days after the first plant is fully
operational. The number of shares shall be equal in value to the outstanding
balance of the note and shall constitute 0.01% ownership in World Waste of
Anaheim, Inc. for each $1,000 of the Note Payable. The Notes accrue interest at
eight percent (8%) per annum. Unconverted promissory notes payable plus accrued
interest is due and payable December 31, 2004. The Notes also have piggyback
registration rights and are convertible into the Company's Common Stock at $1.00
per share in the event the Company becomes a public entity. All notes were
converted to Common Stock of the Company at the time of the merger with VPTI in
August 2004 and all accrued interest of $135,327 was forgiven and credited to
Additional Paid in Capital.

Note 7. INCOME TAXES

      Income Taxes

      The components of the income tax (expense) benefit for the fiscal years
ended December 31, 2004 and 2003, and for the period from June 18, 2002
(Inception) to December 31, 2002 and for the period from June 18, 2002
(Inception) to December 31, 2004, are as follows:



                                                             June 18,
                                                              2002 to        June 18, 2002
                             December 31,    December 31,    December 31,    to December 31,
                                2004           2003             2002            2004
                             ----------      ----------      ----------      ----------
                                                                   
Federal (expense) benefit:

Current                               0               0               0               0

Deferred                        745,151         250,199         132,311       1,127,661

Valuation allowance            (745,151)       (250,199)       (132,311)     (1,127,661)

State (expense) benefit:

Current                          (2,400)         (2,400)              0          (4,800)

Deferred                        212,294          71,127          37,737         321,158

Valuation allowance            (212,294)        (71,127)        (37,737)       (321,158)
                             ----------      ----------      ----------      ----------

Total income tax (expense)
benefit                          (2,400)         (2,400)              0          (4,800)
                             ==========      ==========      ==========      ==========



                                      F-19


Note 7. INCOME TAXES, cont.

      The income tax (expense) benefit differs from the federal statutory rate
because of the effect of the following items for the fiscal years ended December
31, 2004 and 2003, and for the period from June 18, 2002 (Inception) to December
31, 2002 and for the period from June 18, 2002 (Inception) to December 31, 2004:



                                                                  June 18,
                                                                   2002 to       June 18, 2002
                                  December 31,   December 31,    December 31,    to December 31,
                                      2004           2003           2002              2004
                                  ------------   ------------    ------------    ---------------
                                                                        
Statutory rate                        34.0%          34.0%         34.0%            34.0%

State income taxes, net of
federal benefit                        5.6%           5.6%          6.9%             5.7%

Start-up costs                         0.0%           0.0%          6.4%             0.6%

Non-deductible items                  -0.9%           0.0%          0.0%            -0.7%

Change in valuation allowance        -38.8%         -39.9%        -47.3%           -39.9%
                                    ------         ------        ------           ------

Effective tax (expense)
benefit rate                          -0.1%          -0.3%          0.0%            -0.3%
                                    ======         ======        ======           ======


      Deferred income taxes are provided to reflect temporary differences in the
basis of net assets for income tax and financial reporting purposes, as well as
available tax credits.

      The tax effected temporary differences and credit carryforwards comprising
the Company's deferred income taxes as of December 31, 2004, 2003, and June 18,
2002 (inception) to December 31, 2004 are as follows:



                                                                            June 18,
                                                                             2002
                                                                          (inception)
                                    December 31,       December 31,       to December
                                        2004               2003            31, 2002
                                   ---------------    ---------------    --------------
                                                                    
State taxes                           (108,378)           (36,198)           (12,831)

Capitalized Start-up costs             674,616            527,572            182,879

Reserves not currently
deductible                              87,691                  0                  0

Deferred compensation                   66,963                  0                  0

Net operating losses                   727,927                  0                  0

Valuation Allowance                 -1,448,819           -491,374           -170,048
                                    ----------           --------           --------

Net deferred income tax asset                0                  0                  0
                                      ==========         ========           ========


      The Company has recorded a valuation allowance in the amount set forth
above for certain deferred tax assets where it is more likely than not the
Company will not realize future tax benefits related to these items. The net
changes in the valuation allowance for the fiscal years ended December 31, 2004,
2003, and June 18, 2002 (inception) to December 31, 2002 and for the period from
June 18, 2002 (Inception) through December 31, 2004 were $957,445, $321,326,
$170,048, and $1,448,819, respectively.


                                      F-20


Note 7.  INCOME TAXES, cont.

      As of December 31, 2004, the Company has federal and state net operating
loss carryforwards available to offset future taxable income of approximately
$1,699,670 and $1,697,270 respectively. These federal and state net operating
loss carryforwards expire in 2024 and 2014, respectively.

      The Tax Reform Act of 1986 imposed substantial restrictions on the
utilization of NOLs in the event of an "ownership change" (as defined in the
Internal Revenue Code) of a corporation. The NOLs attributable to Voice Powered
Technology International before its merger with World Waste of America, Inc. are
almost completely limited according to these provisions. As such, the Company
has not included them in this analysis.

Note 8. SHAREHOLDERS' EQUITY

      Prior to the merger with WSI, WSI received $750,000 for the issuance of a
promissory note and obtained a commitment for an additional $250,000. The
investor also received a warrant for the purchase of 133,333 shares of common
stock for $0.01 per share in connection with these additional funds. These
warrants were exercised in March of 2004. After the merger, the promissory note
was exchanged for 500,000 shares of common stock in WWTI. In April, the Company
received the additional $250,000 for the purchase of additional 166,667 shares
of common stock. The relative fair value allocated to the warrant was $166,667
using the Black-Scholes calculation. The value of the warrant was estimated
using the Black Scholes option pricing model with the following assumptions:
average risk free interest of 3.6%; dividend yield of 0%; average volatility
factor of the expected market price of the Company's common stock of 26.4%; and
a term of 4 years.

      Prior to the merger with VPTI, 500,000 shares of common stock were
contributed to the Company by the founder in connection with an agreement in
which the founder sold approximately 1,000,000 other shares of common stock to
accredited investors in a private sale.

      During the second and third quarters ended June 30, 2004 and September 30,
2004 respectively, the Company obtained through a private placement an
additional $3,093,910 for 2,311,872 shares of common stock net of fees paid of
$273,890 (2,245,206 shares prior to the merger with VPTI on August 24, 2004.)
Under the Registration Rights Agreement, the Company has agreed to use
commercially reasonable efforts to prepare and file a registration statement to
register within ninety days of completion of the completion of the Merger,
August 23, 2004, and use commercially reasonable efforts to cause such
registration statement to be declared effective by the SEC as soon as
practicable. As of February 21, 2005, the Company has not filed a registration
statement to register these shares.

      During July 2004, the Company issued a warrant to a consultant for the
purchase of 50,000 shares at an exercise price of $0.01 per share in
consideration for investment banking, financial structuring and advisory
services provided. The fair value of the warrant was $74,567. The value of the
warrants was estimated using the Black-Scholes option pricing model with the
following assumptions: average risk-free interest of 3.6%; dividend yield of 0%;
average volatility factor of the expected market price of the Company's common
stock of 26.4%; and a term of 4 years. The fair value of the warrant was
expensed during the year ended December 31, 2004. The warrants were exercised in
September 2004.

      As discussed above, effective August 24, 2004, WWTI was merged into VPTI.
Prior to the merger with VPTI, the holders of the Convertible Promissory Notes
Payable converted these notes into 1,193,500 shares of common stock of WWTI.


                                      F-21


Note 8. SHAREHOLDERS' EQUITY, cont.

      Subsequent to the merger with VPTI, during the third and fourth quarters
of the year ended December 31, 2004, in connection with a private placement of
securities, the Company sold 1,192,000 units; each unit comprised of one (1)
share of common stock in the Company and warrants exercisable for 0.25 shares
(298,000 shares) of common stock of the Company at $0.01 per share for 5 years.
The fair value of the warrants was $742,153. The value of the warrants was
estimated using the Black-Scholes option pricing model with the following
assumptions: average risk-free interest of 3.6%; dividend yield of 0%; average
volatility factor of the expected market price of the Company's common stock of
26.4%; and a term of 1 to 4 years. The consideration paid for the units was
$2.50 per unit, for an aggregate net proceeds to the Company of $1,879,770. As
of December 31, 2004, 152,000 of these warrants had been exercised for net
proceeds of $1,520. Under the Registration Rights Agreement, the Company has
agreed to use commercially reasonable efforts to prepare and file a registration
statement to register within ninety days of completion of the private placement
and use commercially reasonable efforts to cause such registration statement to
be declared effective by the SEC as soon as practicable. As of March 15, 2005
the private placement was not complete.

Note 9. NOTE PAYABLE

      Note payable is comprised as follows:

                                                     December 31,   December 31,
                                                        2004           2003
                                                       -------       -------

Note Payable, monthly installments of $575, with
interest at 7.8%, secured by a vehicle                 $22,368       $27,310

Less: Current portion                                    5,343         4,943
                                                       -------       -------
                                                       $17,025       $22,367
                                                       =======       =======

      The following is a summary of principal maturities of the Note Payable for
years ending December 31:

                2005   $ 5,343

                2006     5,774

                2007     6,241

                2008     5,010
                       -------
                       $22,368
                       =======

During the first quarter of 2005, the note was paid in full.

Note 10. COMMITMENT AND CONTINGENCIES

      As of December 31, 2004, the Company has entered into equipment and
engineering purchase commitments related to start-up of the initial phase of the
Taormina Agreement of $8,225,000 against which payments have been made of
approximately $3.6 million.

      The Company and its subsidiaries and officers of the Company were named
defendants in a lawsuit alleging breach of contract, fraud, and
misrepresentation related to the breach of a residential real estate lease and a
potentially "detachable" warrant. On October 5, 2004, the Company entered into
an agreement to settle the litigation. Pursuant to the settlement, the Company
has agreed to pay $150,000 by December 2005, which is accrued as of September,
2004. The plaintiff has agreed to dismiss all claims with prejudice.


                                      F-22


Note 10.  COMMITMENT AND CONTINGENCIES, cont.

      In March, 2004, the Company entered into a lease for office space in San
Diego, CA. The lease term is for two years commencing April 1, 2004. Annual rent
is $54,943 for year one and $56,634 for year two.

      In July 2004, the Company entered into a lease for the processing facility
in Anaheim, CA. The lease term is for 10 years commencing July 1, 2004, with
three five year options for a total of twenty-five years. The monthly base rent
of $15,900 adjusts annually based on the Consumer Price Index of Orange County.

      Minimum lease payments for these operating leases for the years ending
December 31 are:


       2005               $247,011

       2006               $204,959

       2007               $190,800

       2008               $190,800

       2009               $190,800

 Thereafter               $874,500

Note 11. RELATED PARTY TRANSACTIONS

      In December 2003, the Company entered into an agreement, amended in March
2004, with Cagan McAfee Capital Partners, LLC ("CMCP"). The agreement provides
for CMCP to provide advisory and consulting services and for NASD broker dealer,
Chadbourn Securities Inc. ("Chadbourn"), to provide investment banking services
to the Company.

      The agreement calls for, among other things, the Company to pay to CMCP a
monthly advisory fee of $15,000, increased to $20,000 beginning in September
2004. The total professional fees paid to CMCP for the year ended December 31,
2004 for advisory services was $200,000. John Pimentel, a member or our Board of
Directors, is a director of CMCP.


      Chadbourn and Laird Q. Cagan, a registered representative of Chadbourn,
acted as the placement agent (collectively, the "Placement Agent") for us in
connection with the private placement of 3,923,370 shares of our common stock in
2004. In connection with those private placements, we paid the Placement Agent a
commission of 8% of the price of all shares sold by it, or approximately
$487,200. In addition, we paid the Placement Agent a non-accountable expense
allowance (equal to 2% of the purchase price of the shares or approximately
$90,000) and issued the Placement Agent, or its affiliates, warrants to purchase
392,337 of our common shares, at exercise prices between $1.00 and $2.50.

      The values of the warrants were estimated using the Black-Scholes option
pricing model with the following assumptions: average risk-free interest of
3.6%; dividend yield of 0%; average volatility factor of the expected market
price of the Company's common stock of 26.4%; and a term of 4 years.

Note 12. EMPLOYMENT CONTRACTS

      The Company entered into employment contracts with three members of its
senior executive management. The employment contracts have a term of five years
and expire on December 31, 2007, January 17, 2008 and February 28, 2009. The
executives may only be terminated for cause. The employment contracts cover the
executives' duties and annual salaries. Total salaries for the three contracts
are $501,000 for 2004 and $651,000 for 2005. Increases are at the discretion of
the Board of Directors.


                                      F-23


Note 13. SUBSEQUENT EVENTS

      Since December 31, 2004, in connection with the private placements of
unregistered securities, the Company has raised gross proceeds of $3,387,000 by
issuing 1,354,800 shares of common stock at a purchase price of $2.50 and issued
warrants to purchase 338,700 shares. The warrants expire five years after the
date of the sale of the shares and are exercisable at $0.01 per share, subject
to adjustment.

      We also entered into subscription agreements, warrant agreements and
registration rights agreement with the accredited investors that purchased the
shares in the above referenced private placements. Under the registration rights
agreement, we agreed to register sales by these investors and their transferees
of the shares, under the Securities Act of 1933, as amended. 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.

Note 14. PRO FORMA DISCLOSURES (UNAUDITED)

      VPTI had immaterial assets and liabilities as of September 30, 2004 and
December 31, 2003 and immaterial revenue and expenses for the nine month periods
ended September 30, 2004 and 2003. Waste Solutions, Inc. had immaterial assets
and liabilities as of December 31, 2003 and immaterial revenues and expenses for
the six month period ended June 30, 2003. Consequently, pro forma condensed
financial information for the Company and VPTI combined, as of September 30,
2004 and December 31, 2003, and for the nine month periods ended September 30,
2004 and 2003 would be substantially the same as that reported in the
accompanying consolidated financial statements.


                                      F-24

EX-3.1

EX-4.1

EX-10.3

                         WORLD WASTE TECHNOLOGIES, INC.

       (formerly known as VOICE POWERED TECHNOLOGIES INTERNATIONAL, INC.)


                             2004 STOCK OPTION PLAN


      1.  PURPOSES OF THE PLAN.  The purposes of this 2004 Stock Option Plan are
to attract and retain the best available  personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants and
to promote the success of the Company's business. Options granted under the Plan
may be Incentive Stock Options or Nonstatutory  Stock Options,  as determined by
the  Administrator  at the  time  of  grant  of an  option  and  subject  to the
applicable  provisions  of  Section  422 of the  Code  and the  regulations  and
interpretations promulgated thereunder.

      2. DEFINITIONS. As used herein, the following definitions shall apply:

            (a)  "ADMINISTRATOR"  means  the  Board or its  Committee  appointed
pursuant to Section 4 of the Plan.

            (b) "AFFILIATE"  means an entity other than a Subsidiary (as defined
below)  which,  together  with the Company,  is under common  control of a third
person or entity.

            (c) "APPLICABLE LAWS" means the legal  requirements  relating to the
administration  of stock option and restricted  stock purchase plans,  including
under  applicable U.S. state corporate laws, U.S.  federal and applicable  state
securities laws, other U.S. federal and state laws, the Code, any Stock Exchange
rules or regulations and the applicable laws, rules and regulations of any other
country or jurisdiction  where Options are granted under the Plan, as such laws,
rules, regulations and requirements shall be in place from time to time.

            (d) "BOARD" means the Board of Directors of the Company.

            (e) "CAUSE" for  termination of a Participant's  Continuous  Service
Status will exist if the Participant is terminated by the Company for any of the
following reasons:  (i) Participant's  willful failure  substantially to perform
his or her duties and responsibilities to the Company or deliberate violation of
a  Company  policy;   (ii)  Participant's   commission  of  any  act  of  fraud,
embezzlement,  dishonesty or any other willful  misconduct that has caused or is
reasonably  expected  to  result  in  material  injury  to  the  Company;  (iii)
unauthorized use or disclosure by Participant of any proprietary  information or
trade secrets of the Company or any other party to whom the Participant  owes an
obligation  of  nondisclosure  as a result of his or her  relationship  with the
Company;  or (iv) Participant's  willful breach of any of his or her obligations
under any written  agreement or covenant with the Company.  The determination as
to whether a  Participant  is being  terminated  for Cause shall be made in good
faith by the  Company  and shall be final and  binding on the  Participant.  The
foregoing  definition  does  not in any  way  limit  the  Company's  ability  to
terminate a Participant's  employment or consulting  relationship at any time as
provided in Section 5(d) below,  and the term  "Company"  will be interpreted to
include any Subsidiary, Parent or Affiliate, as appropriate.



            (f) "CHANGE OF CONTROL" means (1) a sale of all or substantially all
of the Company's  assets,  or (2) any merger,  consolidation  or other  business
combination transaction of the Company with or into another corporation,  entity
or person,  other than a transaction in which the holders of at least a majority
of the shares of voting  capital  stock of the Company  outstanding  immediately
prior to such  transaction  continue to hold  (either by such  shares  remaining
outstanding  or by their being  converted into shares of voting capital stock of
the surviving  entity) a majority of the total voting power  represented  by the
shares  of  voting  capital  stock  of the  Company  (or the  surviving  entity)
outstanding  immediately after such  transaction,  or (3) the direct or indirect
acquisition  (including by way of a tender or exchange offer) by any person,  or
persons  acting  as a group,  of  beneficial  ownership  or a right  to  acquire
beneficial  ownership of shares  representing  a majority of the voting power of
the then outstanding shares of capital stock of the Company.

            (g) "CODE" means the Internal Revenue Code of 1986, as amended.

            (h) "COMMITTEE" means one or more committees or subcommittees of the
Board appointed by the Board to administer the Plan in accordance with Section 4
below.

            (i) "COMMON STOCK" means the Common Stock of the Company.

            (j) "COMPANY" means World Waste  Technologies,  Inc. (formerly known
as Voice Powered Technologies International, Inc.), a California corporation.

            (k)  "CONSULTANT"  means any person,  including  an advisor,  who is
engaged by the Company or any Parent, Subsidiary or Affiliate to render services
and is compensated  for such services,  and any director of the Company  whether
compensated for such services or not.

            (l)   "CONTINUOUS   SERVICE   STATUS"   means  the  absence  of  any
interruption or termination of service as an Employee or Consultant.  Continuous
Service Status as an Employee or Consultant shall not be considered  interrupted
in the case of: (i) sick leave;  (ii) military  leave;  (iii) any other leave of
absence approved by the Administrator,  provided that such leave is for a period
of not more than ninety (90) days,  unless  reemployment  upon the expiration of
such leave is guaranteed by contract or statute,  or unless  provided  otherwise
pursuant to Company  policy  adopted  from time to time;  or (iv) in the case of
transfers between locations of the Company or between the Company,  its Parents,
Subsidiaries, Affiliates or their respective successors. A change in status from
an  Employee  to a  Consultant  or from a  Consultant  to an  Employee  will not
constitute an interruption of Continuous Service Status.

            (m) "CORPORATE TRANSACTION" means a sale of all or substantially all
of  the  Company's  assets,   or  a  merger,   consolidation  or  other  capital
reorganization or business  combination  transaction of the Company with or into
another  corporation,  entity or person,  or the direct or indirect  acquisition
(including  by way of a tender or  exchange  offer) by any  person,  or  persons
acting as a group,  of  beneficial  ownership  or a right to acquire  beneficial
ownership  of shares  representing  a majority  of the voting  power of the then
outstanding shares of capital stock of the Company.

            (n) "DIRECTOR" means a member of the Board.


                                       2


            (o)  "EMPLOYEE"  means any  person  employed  by the  Company or any
Parent,  Subsidiary or Affiliate, with the status of employment determined based
upon  such  factors  as  are  deemed  appropriate  by the  Administrator  in its
discretion,  subject to any requirements of the Code or the Applicable Laws. The
payment by the Company of a director's fee to a Director shall not be sufficient
to constitute "employment" of such Director by the Company.

            (p)  "EXCHANGE  ACT" means the  Securities  Exchange Act of 1934, as
amended.

            (q) "FAIR MARKET VALUE" means, as of any date, the fair market value
of the Common Stock,  as determined by the  Administrator  in good faith on such
basis  as  it  deems  appropriate  and  applied  consistently  with  respect  to
Participants. Whenever possible, the determination of Fair Market Value shall be
based upon the  closing  price for the  Shares as  reported  in the Wall  Street
Journal for the applicable date.

            (r) "INCENTIVE  STOCK OPTION" means an Option intended to qualify as
an  incentive  stock  option  within the meaning of Section 422 of the Code,  as
designated in the applicable Option Agreement.

            (s) "INVOLUNTARY  TERMINATION"  means termination of a Participant's
Continuous  Service Status under the following  circumstances:  (i)  termination
without  Cause  by  the  Company  or  a  Subsidiary,  Parent  or  Affiliate,  as
appropriate; or (ii) voluntary termination by the Participant within thirty (30)
days   following   (A)  a   material   reduction   in  the   Participant's   job
responsibilities,  provided  that  neither  a mere  change  in title  alone  nor
reassignment  following a Change of Control to a position that is  substantially
similar to the position held prior to the Change of Control  shall  constitute a
material reduction in job  responsibilities;  (B) relocation by the Company or a
Subsidiary,  Parent or Affiliate, as appropriate, of the Participant's work site
to  a  facility  or  location  more  than   seventy-five  (75)  miles  from  the
Participant's  principal  work site for the Company at the time of the Change of
Control;  or (C) a reduction  in  Participant's  then-current  base salary by at
least 33%,  provided that an  across-the-board  reduction in the salary level of
all other employees or consultants in positions  similar to the Participant's by
the same percentage amount as part of a general salary level reduction shall not
constitute such a salary reduction.

            (t) "LISTED  SECURITY"  means any  security  of the Company  that is
listed or approved for listing on a national  securities  exchange or designated
or  approved  for  designation  as a  national  market  system  security  on  an
interdealer  quotation system by the National Association of Securities Dealers,
Inc.

            (u) "NAMED  EXECUTIVE"  means any individual who, on the last day of
the Company's fiscal year, is the chief executive  officer of the Company (or is
acting in such capacity) or among the four most highly  compensated  officers of
the Company (other than the chief executive officer).  Such officer status shall
be determined pursuant to the executive compensation  disclosure rules under the
Exchange Act.

            (v)  "NONSTATUTORY  STOCK  OPTION"  means an Option not  intended to
qualify as an Incentive  Stock Option,  as designated in the  applicable  Option
Agreement.


                                       3


            (w) "OPTION" means a stock option granted pursuant to the Plan.

            (x)  "OPTION  AGREEMENT"  means a written  document,  the form(s) of
which shall be approved from time to time by the  Administrator,  reflecting the
terms of an Option granted under the Plan and includes any documents attached to
or incorporated  into such Option  Agreement,  including,  but not limited to, a
notice of stock option grant and a form of exercise notice.

            (y)  "OPTION  EXCHANGE  PROGRAM"  means a  program  approved  by the
Administrator whereby outstanding Options are exchanged for Options with a lower
exercise  price or are amended to decrease the  exercise  price as a result of a
decline in the Fair Market Value of the Common Stock.

            (z) "OPTIONED STOCK" means the Common Stock subject to an Option.

            (aa)  "OPTIONEE"  means an Employee or  Consultant  who  receives an
Option.

            (bb) "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code, or any successor provision.

            (cc) "PARTICIPANT"  means any holder of one or more Options,  or the
Shares issuable or issued upon exercise of such Options, under the Plan.

            (dd) "PLAN" means this 2004 Stock Option Plan.

            (ee) "REPORTING PERSON" means an officer,  Director, or greater than
ten percent  shareholder  of the Company  within the meaning of Rule 16a-2 under
the Exchange  Act, who is required to file reports  pursuant to Rule 16a-3 under
the Exchange Act.

            (ff) "RULE  16B-3" means Rule 16b-3  promulgated  under the Exchange
Act, as amended from time to time, or any successor provision.

            (gg)  "SHARE"  means a share of the Common  Stock,  as  adjusted  in
accordance with Section 14 of the Plan.

            (hh) "STOCK EXCHANGE" means any stock exchange or consolidated stock
price  reporting  system on which  prices for the Common Stock are quoted at any
given time.

            (ii) "SUBSIDIARY" means a "subsidiary  corporation,"  whether now or
hereafter  existing,  as defined in Section 424(f) of the Code, or any successor
provision.

            (jj) "TEN PERCENT HOLDER" means a person who owns stock representing
more than ten percent  (10%) of the voting  power of all classes of stock of the
Company or any Parent or Subsidiary.


                                       4


      3. STOCK SUBJECT TO THE PLAN.  Subject to the  provisions of Section 13 of
the Plan, the maximum aggregate number of Shares that may be sold under the Plan
is two million (2,000,000) Shares of Common Stock. The Shares may be authorized,
but unissued,  or reacquired  Common Stock.  If an award should expire or become
unexercisable  for any reason  without  having  been  exercised  in full,  or is
surrendered  pursuant to an Option Exchange Program, the unpurchased Shares that
were subject thereto shall,  unless the Plan shall have been terminated,  become
available  for future grant under the Plan.  In  addition,  any Shares of Common
Stock which are  retained by the Company  upon  exercise of an award in order to
satisfy the exercise or purchase price for such award or any  withholding  taxes
due with respect to such exercise or purchase shall be treated as not issued and
shall continue to be available under the Plan.  Shares issued under the Plan and
later  repurchased  by the Company  pursuant to any  repurchase  right which the
Company shall be available for future grant under the Plan.

      4. ADMINISTRATION OF THE PLAN.

            (a)  GENERAL.  The Plan  shall  be  administered  by the  Board or a
Committee, or a combination thereof, as determined by the Board. The Plan may be
administered  by  different  administrative  bodies  with  respect to  different
classes of Participants  and, if permitted by the Applicable Laws, the Board may
authorize one or more officers to make awards under the Plan.

            (b)  COMMITTEE  COMPOSITION.  If  a  Committee  has  been  appointed
pursuant  to this  Section  4, such  Committee  shall  continue  to serve in its
designated capacity until otherwise directed by the Board. From time to time the
Board may  increase the size of any  Committee  and appoint  additional  members
thereof,  remove  members  (with or without  cause) and  appoint  new members in
substitution therefor, fill vacancies (however caused) and remove all members of
a Committee  and  thereafter  directly  administer  the Plan,  all to the extent
permitted by the Applicable  Laws and, in the case of a Committee  administering
the Plan in accordance with the  requirements of Rule 16b-3 or Section 162(m) of
the Code, to the extent permitted or required by such provisions.  The Committee
shall in all events conform to any requirements of the Applicable Laws.

            (c) POWERS OF THE  ADMINISTRATOR.  Subject to the  provisions of the
Plan and in the case of a Committee,  the specific duties delegated by the Board
to  such  Committee,   the  Administrator  shall  have  the  authority,  in  its
discretion:

                  (i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(q) of the Plan, provided that such determination shall
be applied consistently with respect to Participants under the Plan;

                  (ii) to select the Employees and  Consultants  to whom Options
may from time to time be granted;

                  (iii) to  determine  whether  and to what  extent  Options are
granted;

                  (iv) to  determine  the number of Shares of Common Stock to be
covered by each award granted;

                  (v) to  approve  the  form(s) of  agreement(s)  used under the
Plan;


                                       5


                  (vi) to determine the terms and conditions,  not  inconsistent
with the terms of the Plan,  of any award  granted  hereunder,  which  terms and
conditions  include but are not limited to the exercise or purchase  price,  the
time or times when awards may be  exercised  (which may be based on  performance
criteria),  any vesting acceleration or waiver of forfeiture  restrictions,  any
pro rata adjustment to vesting as a result of a Participant's transitioning from
full- to part-time  service (or vice versa),  and any  restriction or limitation
regarding any Option, Optioned Stock or restricted stock issued upon exercise of
an Option, based in each case on such factors as the Administrator,  in its sole
discretion, shall determine;

                  (vii) to  determine  whether and under what  circumstances  an
Option may be settled in cash under Section 10(c) instead of Common Stock;

                  (viii) to implement an Option  Exchange  Program on such terms
and  conditions  as the  Administrator  in  its  discretion  deems  appropriate,
provided that no amendment or adjustment to an Option that would  materially and
adversely  affect the rights of any  Optionee  shall be made  without  the prior
written consent of the Optionee;

                  (ix) to adjust the vesting of an Option held by an Employee or
Consultant as a result of a change in the terms or  conditions  under which such
person is providing services to the Company;

                  (x) to construe and interpret the terms of the Plan and awards
granted under the Plan, which constructions, interpretations and decisions shall
be final and binding on all Participants; and

                  (xi) in order to fulfill the  purposes of the Plan and without
amending the Plan, to modify grants of Options to  Participants  who are foreign
nationals  or  employed  outside  of the  United  States  in order to  recognize
differences in local law, tax policies or customs.

      5. ELIGIBILITY.

            (a) RECIPIENTS OF GRANTS.  Nonstatutory Stock Options may be granted
to Employees  and  Consultants.  Incentive  Stock Options may be granted only to
Employees,  provided  that  Employees  of  Affiliates  shall not be  eligible to
receive Incentive Stock Options.

            (b) TYPE OF OPTION.  Each Option shall be  designated  in the Option
Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.

            (c) ISO $100,000  LIMITATION.  Notwithstanding any designation under
Section 5(b), to the extent that the aggregate  Fair Market Value of Shares with
respect to which Options  designated as Incentive  Stock Options are exercisable
for the first time by any Optionee  during any calendar year (under all plans of
the Company or any Parent or Subsidiary)  exceeds $100,000,  such excess Options
shall be treated as  Nonstatutory  Stock  Options.  For purposes of this Section
5(c),  Incentive Stock Options shall be taken into account in the order in which
they  were  granted,  and the Fair  Market  Value of the  Shares  subject  to an
Incentive  Stock Option shall be  determined as of the date of the grant of such
Option.

            (d) NO  EMPLOYMENT  RIGHTS.  The  Plan  shall  not  confer  upon any
Participant  any  right  with  respect  to  continuation  of  an  employment  or
consulting relationship with the Company, nor shall it interfere in any way with
such  Participant's  right or the Company's right to terminate the employment or
consulting relationship at any time for any reason.


                                       6


      6. TERM OF PLAN. The Plan shall become  effective upon its adoption by the
Board of  Directors.  It shall  continue  in effect for a term of ten (10) years
unless sooner terminated under Section 15 of the Plan.

      7. TERM OF OPTION. The term of each Option shall be the term stated in the
Option  Agreement;  provided  that the term shall be no more than ten years from
the date of grant  thereof or such shorter term as may be provided in the Option
Agreement and provided  further  that, in the case of an Incentive  Stock Option
granted to a person who at the time of such grant is a Ten Percent  Holder,  the
term of the Option  shall be five  years from the date of grant  thereof or such
shorter term as may be provided in the Option Agreement.

      8. [Reserved.]

      9. OPTION EXERCISE PRICE AND CONSIDERATION.

            (a) EXERCISE  PRICE.  The per Share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be such price as is determined
by the Administrator and set forth in the Option Agreement, but shall be subject
to the following:

                  (i) In the case of an Incentive Stock Option

                        (A) granted to an Employee who at the time of grant is a
Ten Percent  Holder,  the per Share exercise price shall be no less than 110% of
the Fair Market Value per Share on the date of grant; or

                        (B)  granted  to  any  other  Employee,  the  per  Share
exercise  price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                  (ii) In the case of a Nonstatutory Stock Option

                        (A) granted on any date on which the Common Stock is not
a  Listed  Security  to a person  who is at the  time of grant is a Ten  Percent
Holder,  the per  Share  exercise  price  shall be no less than 110% of the Fair
Market Value per Share on the date of grant if required by the  Applicable  Laws
and,  if  not  so  required,  shall  be  such  price  as is  determined  by  the
Administrator;

                        (B) granted on any date on which the Common Stock is not
a Listed  Security to any other  eligible  person,  the per Share exercise price
shall be no less  than 85% of the Fair  Market  Value  per  Share on the date of
grant if required by the Applicable Laws and, if not so required,  shall be such
price as is determined by the Administrator; or

                        (C)  granted on any date on which the Common  Stock is a
Listed  Security to any eligible  person,  the per share Exercise Price shall be
such price as  determined  by the  Administrator  provided that if such eligible
person is, at the time of the grant of such  Option,  a Named  Executive  of the
Company,  the per share  Exercise  Price  shall be no less than 100% of the Fair
Market  Value on the date of grant if such  Option is  intended  to  qualify  as
performance-based compensation under Section 162(m) of the Code.


                                       7


                  (iii)  Notwithstanding  the foregoing,  Options may be granted
with a per Share  exercise  price  other than as  required  above  pursuant to a
merger or other corporate transaction.

            (b) PERMISSIBLE CONSIDERATION.  The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Administrator (and, in the case of an Incentive Stock
Option,  shall be determined  at the time of grant) and may consist  entirely of
(1) cash; (2) check;  (3) subject to any  requirements  of the  Applicable  Laws
(including without  limitation  Section 153 of the Delaware General  Corporation
Law),  delivery of Optionee's  promissory  note having such recourse,  interest,
security  and  redemption  provisions  as  the  Administrator  determines  to be
appropriate after taking into account the potential  accounting  consequences of
permitting an Optionee to deliver a promissory  note; (5) other Shares that have
a Fair Market Value on the date of  surrender  equal to the  aggregate  exercise
price of the Shares as to which the Option is  exercised,  provided  that in the
case of Shares acquired,  directly or indirectly,  from the Company, such Shares
must have been  owned by the  Optionee  for more than six  months on the date of
surrender  (or such  other  period as may be  required  to avoid  the  Company's
incurring an adverse accounting  charge);  (6) if, as of the date of exercise of
an Option the  Company  then is  permitting  employees  to engage in a "same-day
sale" cashless brokered exercise program involving one or more brokers,  through
such a  program  that  complies  with the  Applicable  Laws  (including  without
limitation the  requirements  of Regulation T and other  applicable  regulations
promulgated by the Federal  Reserve  Board) and that ensures prompt  delivery to
the company of the amount  required to pay the exercise price and any applicable
withholding  taxes; or (7) any combination of the foregoing  methods of payment.
In making its  determination  as to the type of  consideration  to  accept,  the
Administrator  shall  consider  if  acceptance  of  such  consideration  may  be
reasonably  expected to benefit the  Company and the  Administrator  may, in its
sole discretion, refuse to accept a particular form of consideration at the time
of any Option exercise.

      10. EXERCISE OF OPTION.

            (a) GENERAL.

                  (i)  EXERCISABILITY.  Any Option  granted  hereunder  shall be
exercisable  at such  times and  under  such  conditions  as  determined  by the
Administrator,  consistent with the term of the Plan and reflected in the Option
Agreement,  including  vesting  requirements  and/or  performance  criteria with
respect to the Company and/or the Optionee;  provided  however that, if required
under Applicable Laws, the Option (or Shares issued upon exercise of the Option)
shall comply with the requirements of Section 260.140.41(f) and (k) of the Rules
of the California Corporations Commissioner.


                                       8


                  (ii)  LEAVE  OF  ABSENCE.  The  Administrator  shall  have the
discretion to determine  whether and to what extent the vesting of Options shall
be tolled  during any unpaid leave of absence;  provided,  however,  that in the
absence of such  determination,  vesting of Options  shall be tolled  during any
such unpaid leave (unless  otherwise  required by the Applicable  Laws).  In the
event of military  leave,  vesting shall toll during any unpaid  portion of such
leave, provided that, upon a Participant's  returning from military leave (under
conditions  that would entitle him or her to  protection  upon such return under
the Uniform Services Employment and Reemployment Rights Act), he or she shall be
given  vesting  credit with  respect to Options to the same extent as would have
applied  had the  Participant  continued  to  provide  services  to the  Company
throughout  the  leave on the same  terms  as he or she was  providing  services
immediately prior to such leave.

                  (iii)  MINIMUM  EXERCISE  REQUIREMENTS.  An Option  may not be
exercised  for a fraction of a Share.  The  Administrator  may  require  that an
Option  be  exercised  as to a  minimum  number of  Shares,  provided  that such
requirement  shall not prevent an Optionee  from  exercising  the full number of
Shares as to which the Option is then exercisable.

                  (iv)  PROCEDURES FOR AND RESULTS OF EXERCISE.  An Option shall
be deemed  exercised  when written notice of such exercise has been given to the
Company in  accordance  with the terms of the Option by the person  entitled  to
exercise  the Option and the Company has  received  full  payment for the Shares
with respect to which the Option is  exercised.  Full payment may, as authorized
by the  Administrator,  consist  of any  consideration  and  method  of  payment
allowable under Section 9(b) of the Plan,  provided that the Administrator  may,
in its sole  discretion,  refuse to accept any form of consideration at the time
of any Option exercise.

                  Exercise of an Option in any manner shall result in a decrease
in the number of Shares that  thereafter may be available,  both for purposes of
the Plan and for sale under the Option,  by the number of Shares as to which the
Option is exercised.

                  (v) RIGHTS AS  SHAREHOLDER.  Until the  issuance of the Shares
(as evidenced by the appropriate  entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends
or any other  rights as a  shareholder  shall exist with respect to the Optioned
Stock,  notwithstanding  the exercise of the Option.  No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 14 of the Plan.

            (b) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP.  Except as
otherwise set forth in this Section 10(b), the Administrator shall establish and
set forth in the applicable Option Agreement the terms and conditions upon which
an Option shall  remain  exercisable,  if at all,  following  termination  of an
Optionee's Continuous Service Status, which provisions may be waived or modified
by the Administrator at any time. Unless the Administrator otherwise provides in
the Option Agreement,  to the extent that the Optionee is not vested in Optioned
Stock at the date of termination of his or her Continuous  Service Status, or if
the Optionee (or other person entitled to exercise the Option) does not exercise
the Option to the extent so  entitled  within the time  specified  in the Option
Agreement or below (as applicable),  the Option shall terminate and the Optioned
Stock underlying the unexercised portion of the Option shall revert to the Plan.
In no event may any Option be exercised  after the expiration of the Option term
as set forth in the Option Agreement (and subject to Section 7).


                                       9


            The  following  provisions  (1) shall  apply to the extent an Option
Agreement does not specify the terms and  conditions  upon which an Option shall
terminate upon termination of an Optionee's  Continuous  Service Status, and (2)
establish the minimum post-termination exercise periods that may be set forth in
an Option Agreement:

                  (i)  TERMINATION  OTHER THAN UPON  DISABILITY OR DEATH. In the
event of  termination of Optionee's  Continuous  Service Status other than under
the  circumstances  set forth in  subsections  (ii) through  (iii)  below,  such
Optionee may exercise an Option for 30 days  following  such  termination to the
extent  the  Optionee  was vested in the  Optioned  Stock as of the date of such
termination.  No termination  shall be deemed to occur and this Section 10(b)(i)
shall not apply if (i) the Optionee is a Consultant who becomes an Employee,  or
(ii) the Optionee is an Employee who becomes a Consultant.

                  (ii) DISABILITY OF OPTIONEE. In the event of termination of an
Optionee's  Continuous  Service  Status  as a  result  of his or her  disability
(including  a  disability  within the meaning of Section  22(e)(3) of the Code),
such  Optionee  may  exercise an Option at any time within six months  following
such  termination to the extent the Optionee was vested in the Optioned Stock as
of the date of such termination.

                  (iii)  DEATH OF  OPTIONEE.  In the  event  of the  death of an
Optionee during the period of Continuous  Service Status since the date of grant
of the  Option,  or within  thirty  days  following  termination  of  Optionee's
Continuous  Service Status,  the Option may be exercised by Optionee's estate or
by a person  who  acquired  the  right to  exercise  the  Option by  bequest  or
inheritance  at any time within twelve months  following the date of death,  but
only to the extent the Optionee was vested in the Optioned  Stock as of the date
of death or, if  earlier,  the date the  Optionee's  Continuous  Service  Status
terminated.

            (c) BUYOUT  PROVISIONS.  The  Administrator may at any time offer to
buy out for a payment in cash or Shares an Option  previously  granted under the
Plan based on such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made.

      11. TAXES.

            (a) As a  condition  of the grant,  vesting or exercise of an Option
granted under the Plan,  the  Participant  (or in the case of the  Participant's
death,  the person  exercising the Option) shall make such  arrangements  as the
Administrator may require for the satisfaction of any applicable federal, state,
local or foreign  withholding tax obligations  that may arise in connection with
such grant,  vesting or exercise  of the Option or the  issuance of Shares.  The
Company  shall not be  required  to issue any  Shares  under the Plan until such
obligations  are  satisfied.  If the  Administrator  allows the  withholding  or
surrender of Shares to satisfy a Participant's tax withholding obligations under
this Section 11 (whether  pursuant to Section 11(c),  (d) or (e), or otherwise),
the  Administrator  shall not  allow  Shares to be  withheld  in an amount  that
exceeds  the  minimum  statutory  withholding  rates for  federal  and state tax
purposes, including payroll taxes.


                                       10


            (b) In the  case of an  Employee  and in the  absence  of any  other
arrangement,  the  Employee  shall be deemed to have  directed  the  Company  to
withhold or collect from his or her compensation an amount sufficient to satisfy
such tax obligations from the next payroll payment  otherwise  payable after the
date of an exercise of the Option.

            (c) This Section 11(c) shall apply only after the date, if any, upon
which the Common Stock  becomes a Listed  Security.  In the case of  Participant
other than an  Employee  (or in the case of an Employee  where the next  payroll
payment is not sufficient to satisfy such tax  obligations,  with respect to any
remaining tax  obligations),  in the absence of any other arrangement and to the
extent permitted under the Applicable  Laws, the Participant  shall be deemed to
have  elected to have the  Company  withhold  from the Shares to be issued  upon
exercise  of the  Option  that  number  of  Shares  having a Fair  Market  Value
determined as of the  applicable Tax Date (as defined below) equal to the amount
required to be withheld.  For purposes of this Section 11, the Fair Market Value
of the Shares to be withheld  shall be determined on the date that the amount of
tax to be  withheld  is to be  determined  under the  Applicable  Laws (the "Tax
Date").

            (d)  If  permitted  by  the  Administrator,  in  its  discretion,  a
Participant may satisfy his or her tax withholding  obligations upon exercise of
an Option by  surrendering  to the Company  Shares that have a Fair Market Value
determined  as of the  applicable  Tax Date equal to the amount  required  to be
withheld.  In the case of shares  previously  acquired from the Company that are
surrendered  under this Section  11(d),  such Shares must have been owned by the
Participant for more than six (6) months on the date of surrender (or such other
period  of time as is  required  for the  Company  to avoid  adverse  accounting
charges).

            (e) Any election or deemed  election by a Participant to have Shares
withheld to satisfy tax withholding obligations under Section 11(c) or (d) above
shall be  irrevocable  as to the  particular  Shares as to which the election is
made and shall be subject to the consent or  disapproval  of the  Administrator.
Any election by a Participant under Section 11(d) above must be made on or prior
to the applicable Tax Date.

            (f) In the event an election  to have  Shares  withheld is made by a
Participant and the Tax Date is deferred under Section 83 of the Code because no
election is filed under Section 83(b) of the Code, the Participant shall receive
the full number of Shares with respect to which the Option is exercised but such
Participant shall be unconditionally obligated to tender back to the Company the
proper number of Shares on the Tax Date.

      12. NON-TRANSFERABILITY OF OPTIONS.

            (a) GENERAL. Except as set forth in this Section 12, Options may not
be sold,  pledged,  assigned,  hypothecated,  transferred  or disposed of in any
manner  other  than by  will or by the  laws of  descent  or  distribution.  The
designation of a beneficiary  by an Optionee will not constitute a transfer.  An
Option may be exercised, during the lifetime of the holder of an Option, only by
such holder or a transferee permitted by this Section 12.

            (b) LIMITED TRANSFERABILITY RIGHTS. Notwithstanding anything else in
this Section 12, the  Administrator  may in its  discretion  grant  Nonstatutory
Stock  Options  that may be  transferred  by  instrument  to an  inter  vivos or
testamentary  trust in which the Options are to be passed to beneficiaries  upon
the death of the trustor (settlor) or by gift or pursuant to domestic  relations


                                       11


orders to  "Immediate  Family  Members"  (as  defined  below)  of the  Optionee.
"Immediate Family" means any child, stepchild,  grandchild,  parent, stepparent,
grandparent,  spouse,  former spouse,  sibling,  niece,  nephew,  mother-in-law,
father-in-law,  son-in-law,  daughter-in-law,  brother-in-law,  or sister-in-law
(including  adoptive  relationships),  a trust in which these  persons have more
than fifty  percent of the  beneficial  interest,  a  foundation  in which these
persons (or the Optionee) control the management of assets, and any other entity
in which these  persons  (or the  Optionee)  own more than fifty  percent of the
voting interests.

      13.  ADJUSTMENTS UPON CHANGES IN  CAPITALIZATION,  MERGER OR CERTAIN OTHER
TRANSACTIONS.

            (a) CHANGES IN CAPITALIZATION.  Subject to any action required under
Applicable  Laws by the  shareholders  of the  Company,  the number of Shares of
Common Stock  covered by each  outstanding  Option,  and the number of Shares of
Common Stock that have been  authorized  for  issuance  under the Plan but as to
which no Options  have yet been  granted or that have been  returned to the Plan
upon  cancellation or expiration of an Option, as well as the price per Share of
Common Stock covered by each such outstanding  Option,  shall be proportionately
adjusted for any  increase or decrease in the number of issued  Shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination,  recapitalization  or  reclassification of the Common Stock, or any
other  increase  or  decrease  in the  number of issued  Shares of Common  Stock
effected  without receipt of consideration  by the Company;  provided,  however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration."  Such adjustment shall
be made by the  Administrator,  whose  determination  in that  respect  shall be
final, binding and conclusive.  Except as expressly provided herein, no issuance
by the Company of shares of stock of any class, or securities  convertible  into
shares of stock of any class,  shall affect, and no adjustment by reason thereof
shall be made with  respect  to, the  number or price of Shares of Common  Stock
subject to an Option.

            (b) DISSOLUTION OR  LIQUIDATION.  In the event of the dissolution or
liquidation of the Company,  each Option will terminate immediately prior to the
consummation of such action, unless otherwise determined by the Administrator.

            (c) CORPORATE  TRANSACTION.  In the event of a Corporate Transaction
(including  without  limitation a Change of Control),  each  outstanding  Option
shall be assumed or an equivalent  option or right shall be  substituted by such
successor  corporation or a parent or subsidiary of such  successor  corporation
(the "Successor  Corporation"),  unless the Successor Corporation does not agree
to assume the award or to  substitute an  equivalent  option or right,  in which
case such Option shall terminate upon the consummation of the transaction.

            Notwithstanding  the above, in the event (i) of a Change of Control,
and (ii) a Participant holding an Option assumed or substituted by the Successor
Corporation in the Change of Control,  or holding  restricted  stock issued upon
exercise  of an Option  with  respect  to which the  Successor  Corporation  has
succeeded  to a  repurchase  right as a result  of the  Change  of  Control,  is
Involuntarily  Terminated by the Successor Corporation without Cause at the time
of, or within twelve months following consummation of, the transaction, then any
assumed or substituted Option held by the terminated  Participant at the time of
termination shall accelerate and become  exercisable in full, and any repurchase


                                       12



right  applicable  to any  Shares  shall  lapse  as to all  of the  Shares.  The
acceleration  of vesting  and lapse of  repurchase  rights  provided  for in the
previous  sentence  shall  occur  immediately  prior  to the  effective  date of
termination of the Participant's Continuous Service Status.

            For purposes of this Section  13(c),  an Option shall be  considered
assumed,  without limitation,  if, at the time of issuance of the stock or other
consideration upon a Corporate  Transaction or a Change of Control,  as the case
may be, each holder of an Option would be entitled to receive  upon  exercise of
the award  the same  number  and kind of  shares of stock or the same  amount of
property,  cash or securities as such holder would have been entitled to receive
upon the occurrence of the transaction if the holder had been, immediately prior
to such transaction,  the holder of the number of Shares of Common Stock covered
by the award at such time (after giving effect to any  adjustments in the number
of Shares  covered by the Option as provided for in this  Section 13);  provided
that if such  consideration  received in the  transaction  is not solely  common
stock of the Successor  Corporation,  the Administrator may, with the consent of
the Successor  Corporation,  provide for the  consideration  to be received upon
exercise of the award to be solely  common  stock of the  Successor  Corporation
equal to the  Fair  Market  Value of the per  Share  consideration  received  by
holders of Common Stock in the transaction.

      14. TIME OF GRANTING  OPTIONS.  The date of grant of an Option shall,  for
all purposes,  be the date on which the  Administrator  makes the  determination
granting such Option, or such other date as is determined by the  Administrator,
provided that in the case of any Incentive Stock Option, the grant date shall be
the  later  of the date on  which  the  Administrator  makes  the  determination
granting  such  Incentive  Stock  Option  or the  date  of  commencement  of the
Optionee's employment relationship with the Company. Notice of the determination
shall be given to each  Employee or  Consultant  to whom an Option is so granted
within a reasonable time after the date of such grant.

      15. AMENDMENT AND TERMINATION OF THE PLAN.

            (a)  AUTHORITY  TO AMEND OR  TERMINATE.  The  Board  may at any time
amend,  alter,  suspend or discontinue  the Plan, but no amendment,  alteration,
suspension or discontinuation  (other than an adjustment  pursuant to Section 13
above) shall be made that would  materially  and adversely  affect the rights of
any  Optionee  under any  outstanding  grant,  without  his or her  consent.  In
addition,  to the extent  necessary and desirable to comply with the  Applicable
Laws,  the Company shall obtain  shareholder  approval of any Plan  amendment in
such a manner and to such a degree as required.

            (b) EFFECT OF  AMENDMENT  OR  TERMINATION.  Except as to  amendments
which the Administrator  has the authority under the Plan to make  unilaterally,
no amendment or  termination of the Plan shall  materially and adversely  affect
Options already granted,  unless mutually agreed otherwise  between the Optionee
and the  Administrator,  which  agreement  must be in writing  and signed by the
Optionee or holder and the Company.


                                       13



      16.  CONDITIONS  UPON  ISSUANCE  OF  SHARES.   Notwithstanding  any  other
provision of the Plan or any agreement  entered into by the Company  pursuant to
the Plan,  the Company shall not be  obligated,  and shall have no liability for
failure,  to issue or deliver any Shares under the Plan unless such  issuance or
delivery would comply with the Applicable Laws, with such compliance  determined
by the Company in  consultation  with its legal  counsel.  As a condition to the
exercise of an Option,  the Company may require the person  exercising the award
to represent  and warrant at the time of any such  exercise  that the Shares are
being purchased only for investment and without any present intention to sell or
distribute  such Shares if, in the opinion of counsel  for the  Company,  such a
representation  is  required  by law.  Shares  issued  upon  exercise of Options
granted  prior to the date on which the Common Stock  becomes a Listed  Security
shall be subject to a right of first refusal in favor of the Company pursuant to
which the  Participant  will be required to offer  Shares to the Company  before
selling or  transferring  them to any third  party on such terms and  subject to
such conditions as is reflected in the applicable Option Agreement.

      17. RESERVATION OF SHARES. The Company, during the term of this Plan, will
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

      18.  AGREEMENTS.  Options shall be evidenced by Option  Agreements in such
form(s) as the Administrator shall from time to time approve.

      19. SHAREHOLDER APPROVAL. If required by the Applicable Laws,  continuance
of the Plan shall be subject to  approval  by the  shareholders  of the  Company
within  twelve  (12) months  before or after the date the Plan is adopted.  Such
shareholder  approval shall be obtained in the manner and to the degree required
under the Applicable Laws.

      20.  INFORMATION AND DOCUMENTS TO OPTIONEES AND  PURCHASERS.  Prior to the
date,  if any,  upon which the Common  Stock  becomes a Listed  Security  and if
required by the Applicable Laws, the Company shall provide financial  statements
at least annually to each Optionee and to each  individual  who acquired  Shares
pursuant to the Plan,  during the period such  Optionee or purchaser  has one or
more Options  outstanding,  and in the case of an individual who acquired Shares
pursuant to the Plan,  during the period such individual  owns such Shares.  The
Company  shall not be required to provide  such  information  if the issuance of
Options  under the Plan is limited to key  employees  whose duties in connection
with the Company assure their access to equivalent information.


                                       14

EX-10.4

                         WORLD WASTE TECHNOLOGIES, INC.

                                 2004 STOCK PLAN

                          NOTICE OF STOCK OPTION GRANT


[GRANTEE'S NAME]
[GRANTEE'S ADDRESS]
[GRANTEE'S ADDRESS]

      You have been granted an option to purchase Common Stock ("Common  Stock")
of World Waste  Technologies, Inc.  (the  "Company")  as follows:

Board Approval Date:

Date of Grant:

Vesting Commencement Date:

Exercise Price Per Share:           $_________

Total Number of Shares Granted:

Total Exercise Price:

Type of Option:                     [NSO/ISO]

Term/Expiration Date:               [10 YEARS AFTER GRANT DATE]

Vesting Schedule:                   [INSERT VESTING SCHEDULE]

Termination Period:                 This Option may be exercised
                                    for three months after
                                    termination of employment or
                                    consulting relationship
                                    except as set out in Sections
                                    6 and 7 of the Stock Option
                                    Agreement (but in no event
                                    later than the Expiration
                                    Date).


      By your signature and the signature of the Company's representative below,
you and the Company  agree that this option is granted under and governed by the
terms and conditions of the 2004 STOCK PLAN and the Stock Option Agreement, both
of which are attached and made a part of this document.

GRANTEE                                   WORLD WASTE TECHNOLOGIES, INC.



                                          By:
- -------------------------------------     -------------------------------------
Signature                                 Name:
                                          Title:
- -------------------------------------
Print Name




                         WORLD WASTE TECHNOLOGIES, INC.

                                 2004 STOCK PLAN
                             STOCK OPTION AGREEMENT


      1.  GRANT  OF  OPTION.  World  Waste  Technologies,   Inc.,  a  California
corporation  (the  "Company"),  hereby grants to GRANTEE  ("Optionee") an option
(the  "Option")  to  purchase  a total  number of shares  of Common  Stock  (the
"Shares") set forth in the Notice of Stock Option Grant,  at the exercise  price
per share set forth in the Notice of Stock Option Grant (the  "Exercise  Price")
subject  to  the  terms,   definitions   and   provisions  of  the  World  Waste
Technologies, Inc. 2004 STOCK PLAN (the "Plan") adopted by the Company, which is
incorporated  herein by reference.  Unless otherwise  defined herein,  the terms
defined in the Plan shall have the same defined meanings in this Option.

      If  designated  an  Incentive  Stock  Option,  this  Option is intended to
qualify as an Incentive Stock Option as defined in Section 422 of the Code.

      2. EXERCISE OF OPTION. This Option shall be exercisable during its Term in
accordance with the Vesting Schedule set out in the Notice of Stock Option Grant
and with the provisions of Section 9 of the Plan as follows:

            (a) RIGHT TO EXERCISE.

                  (i) This  Option may be  exercised  in whole or in part at any
time after the Date of Grant,  as to Shares  which have not yet vested under the
vesting  schedule  indicated  on the  Notice of Stock  Option  Grant;  provided,
however,  that  Optionee  shall  execute as a condition to such exercise of this
Option,  the Early  Exercise  Notice and  Restricted  Stock  Purchase  Agreement
attached  hereto as Exhibit A (the  "Early  Exercise  Agreement").  If  Optionee
chooses to exercise  this Option solely as to Shares which have vested under the
vesting schedule  indicated on the Notice of Stock Option Grant,  Optionee shall
complete and execute the form of Exercise  Notice and Restricted  Stock Purchase
Agreement   attached   hereto   as   Exhibit  B  (the   "Exercise   Agreement").
Notwithstanding  the foregoing,  the Company may in its discretion  prescribe or
accept a different form of notice of exercise and/or stock purchase agreement if
such  forms  are  otherwise  consistent  with  this  Agreement,   the  Plan  and
then-applicable law.

                  (ii) This  Option may not be  exercised  for a  fraction  of a
share.

                  (iii) In the event of  Optionee's  death,  disability or other
termination of employment or consulting relationship,  the exercisability of the
Option is  governed  by  Sections  5, 6 and 7 below,  subject to the  limitation
contained in Section 2(a)(iv) below.

                  (iv) In no event  may  this  Option  be  exercised  after  the
Expiration Date of this Option as set forth in the Notice of Stock Option Grant.

            (b)  METHOD  OF  EXERCISE.  This  Option  shall  be  exercisable  by
execution  and  delivery  of  the  Early  Exercise  Agreement  or  the  Exercise
Agreement,  whichever is applicable, or of any other written notice approved for
such  purpose by the  Company  which shall  state the  election to exercise  the



Option,  the number of Shares in respect of which the Option is being exercised,
and such other  representations  and  agreements  as to the holder's  investment
intent  with  respect to such  shares of Common  Stock as may be required by the
Company  pursuant to the  provisions of the Plan.  Such written  notice shall be
signed by Optionee and shall be delivered in person or by certified  mail to the
Secretary of the Company.  The written notice shall be accompanied by payment of
the Exercise Price.  This Option shall be deemed to be exercised upon receipt by
the Company of such written notice accompanied by the Exercise Price.

            No  Shares  will be issued  pursuant  to the  exercise  of an Option
unless such issuance and such exercise shall comply with all relevant provisions
of applicable law,  including the  requirements of any stock exchange upon which
the Shares may then be listed. Assuming such compliance, for income tax purposes
the Shares shall be considered  transferred to Optionee on the date on which the
Option is exercised with respect to such Shares.

      3.  METHOD OF  PAYMENT.  Payment of the  Exercise  Price shall be by cash,
check, or any other form approved by the Company), or any other method permitted
under the Plan;  provided  however  that the  Administrator  may refuse to allow
Optionee to tender a particular  form of payment  (other than cash or check) if,
in the Administrator's sole discretion, acceptance of such form of consideration
would not be in the best interests of the Company at such time.

      4.  RESTRICTIONS ON EXERCISE.  This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, or if the
issuance  of such  Shares  upon  such  exercise  or the  method  of  payment  of
consideration  for such shares would  constitute  a violation of any  applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal  Regulations  as  promulgated by the
Federal  Reserve  Board.  As a condition  to the  exercise of this  Option,  the
Company may  require  Optionee to make any  representation  and  warranty to the
Company as may be required by any applicable law or regulation.

      5. TERMINATION OF RELATIONSHIP.  In the event of termination of Optionee's
Continuous  Status as an Employee  or  Consultant,  Optionee  may, to the extent
otherwise so entitled at the date of such termination (the "Termination  Date"),
exercise  this Option during the  Termination  Period set forth in the Notice of
Stock  Option  Grant.  To the extent that  Optionee was not entitled to exercise
this Option at such  Termination  Date,  or if Optionee  does not exercise  this
Option within the Termination Period, the Option shall terminate.

      6. DISABILITY OF OPTIONEE.

            (a)  Notwithstanding the provisions of Section 5 above, in the event
of termination of Optionee's Continuous Status as an Employee or Consultant as a
result of his or her total and  permanent  disability  (as  defined  in  Section
22(e)(3) of the Code),  Optionee  may,  but only within  twelve  months from the
Termination  Date (but in no event later than the  Expiration  Date set forth in
the Notice of Stock Option Grant and in Section 9 below),  exercise  this Option
to the extent he or she was entitled to exercise it at such Termination Date. To
the  extent  that  Optionee  was not  entitled  to  exercise  the  Option on the
Termination  Date, or if Optionee does not exercise such Option to the extent so
entitled  within the time  specified  in this  Section  6(a),  the Option  shall
terminate.

                                       2


            (b)  Notwithstanding the provisions of Section 5 above, in the event
of termination of Optionee's consulting  relationship or Continuous Status as an
Employee as a result of a  disability  not  constituting  a total and  permanent
disability  (as set forth in Section  22(e)(3) of the Code),  Optionee  may, but
only within six months from the Termination Date (but in no event later than the
Expiration  Date set forth in the Notice of Stock  Option Grant and in Section 9
below),  exercise the Option to the extent  Optionee was entitled to exercise it
as of such Termination  Date;  provided,  however,  that if this is an Incentive
Stock Option and Optionee fails to exercise this  Incentive  Stock Option within
three months from the Termination  Date, this Option will cease to qualify as an
Incentive Stock Option (as defined in Section 422 of the Code) and Optionee will
be treated for federal income tax purposes as having received ordinary income at
the time of such  exercise in an amount  generally  measured  by the  difference
between  the  Exercise  Price for the  Shares and the Fair  Market  Value of the
Shares on the date of exercise.  To the extent that Optionee was not entitled to
exercise the Option at the  Termination  Date,  or if Optionee does not exercise
such Option to the extent so entitled  within the time specified in this Section
6(b), the Option shall terminate.

      7. DEATH OF OPTIONEE. In the event of the death of Optionee (a) during the
Term of this  Option and while an  Employee  or  Consultant  of the  Company and
having been in Continuous  Status as an Employee or Consultant since the date of
grant of the Option,  or (b) within 30 days after Optionee's  Termination  Date,
the Option may be exercised at any time within six months  following the date of
death (but in no event later than the Expiration Date set forth in the Notice of
Stock Option Grant and in Section 9 below),  by Optionee's estate or by a person
who  acquired the right to exercise  the Option by bequest or  inheritance,  but
only to the extent of the right to exercise that had accrued at the  Termination
Date.

      8.  NON-TRANSFERABILITY  OF OPTION.  This Option may not be transferred in
any manner  otherwise than by will or by the laws of descent or distribution and
may be exercised  during the lifetime of Optionee  only by him or her. The terms
of this  Option  shall be binding  upon the  executors,  administrators,  heirs,
successors and assigns of Optionee.

      9. TERM OF OPTION.  This Option may be exercised  only within the Term set
forth in the Notice of Stock Option Grant,  subject to the limitations set forth
in Section 7 of the Plan.

      10. TAX CONSEQUENCES. Set forth below is a brief summary as of the date of
this  Option of  certain of the  federal  and  California  tax  consequences  of
exercise of this Option and  disposition  of the Shares under the laws in effect
as of the Date of Grant.  THIS SUMMARY IS  NECESSARILY  INCOMPLETE,  AND THE TAX
LAWS AND  REGULATIONS  ARE  SUBJECT TO  CHANGE.  OPTIONEE  SHOULD  CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

            (a) EXERCISE OF INCENTIVE STOCK OPTION.  If this Option qualifies as
an Incentive Stock Option, there will be no regular federal or California income
tax liability upon the exercise of the Option,  although the excess,  if any, of
the Fair Market  Value of the Shares on the date of exercise  over the  Exercise
Price  will be treated  as an  adjustment  to the  alternative  minimum  tax for
federal tax purposes and may subject Optionee to the alternative  minimum tax in
the year of exercise.

                                       3


            (b) EXERCISE OF NONSTATUTORY  STOCK OPTION.  If this Option does not
qualify as an Incentive Stock Option,  there may be a regular federal income tax
liability and a California income tax liability upon the exercise of the Option.
Optionee  will be treated as having  received  compensation  income  (taxable at
ordinary income tax rates) equal to the excess, if any, of the fair market value
of the Shares on the date of exercise over the Exercise  Price. If Optionee is a
current or former  employee,  the  Company  may be  required  to  withhold  from
Optionee's  compensation  or collect  from  Optionee  and pay to the  applicable
taxing  authorities an amount equal to a percentage of this compensation  income
at the time of exercise.

            (c)  DISPOSITION  OF  SHARES.  In the case of a  Nonstatutory  Stock
Option,  if  Shares  are held  for more  than one  year,  any gain  realized  on
disposition of the Shares will be treated as long-term  capital gain for federal
and California income tax purposes. In the case of an Incentive Stock Option, if
Shares transferred  pursuant to the Option are held for more than one year after
exercise  and are  disposed of at least two years  after the Date of Grant,  any
gain  realized on  disposition  of the Shares will also be treated as  long-term
capital gain for federal and California income tax purposes. In either case, the
long-term  capital  gain will be taxed for  federal  income tax and  alternative
minimum tax  purposes at a maximum  rate of 20% if the Shares are held more than
one year after exercise. If Shares purchased under an Incentive Stock Option are
disposed of within one year after exercise or within two years after the Date of
Grant,  any gain realized on such  disposition  will be treated as  compensation
income  (taxable  at  ordinary  income  rates) to the  extent of the  difference
between the  Exercise  Price and the lesser of (i) the Fair Market  Value of the
Shares on the date of exercise, or (ii) the sale price of the Shares.

            (d) NOTICE OF  DISQUALIFYING  DISPOSITION OF INCENTIVE  STOCK OPTION
SHARES.  If the Option granted to Optionee  herein is an Incentive Stock Option,
and if  Optionee  sells or  otherwise  disposes  of any of the  Shares  acquired
pursuant to the  Incentive  Stock  Option on or before the later of (i) the date
two years  after the Date of Grant,  or (ii) the date one year after the date of
exercise,  Optionee  shall  immediately  notify  the  Company in writing of such
disposition.  Optionee  acknowledges and agrees that he or she may be subject to
income tax withholding by the Company on the compensation  income  recognized by
Optionee  from the early  disposition  by payment in cash or out of the  current
earnings paid to Optionee.

      11. WITHHOLDING TAX OBLIGATIONS.

            (a) GENERAL WITHHOLDING OBLIGATIONS.  As a condition to the exercise
of Option  granted  hereunder,  Optionee  shall  make such  arrangements  as the
Administrator may require for the satisfaction of any federal,  state,  local or
foreign  withholding  tax  obligations  that may  arise in  connection  with the
exercise, receipt or vesting of the Option. The Company shall not be required to
issue any Shares under the Plan until such  obligations are satisfied.  Optionee
understands  that, upon exercising a Nonstatutory  Stock Option,  he or she will
recognize  income for tax  purposes in an amount equal to the excess of the then
Fair  Market  Value of the Shares  over the  Exercise  Price.  If Optionee is an
employee, the Company will be required to withhold from Optionee's compensation,
or collect from Optionee and pay to the applicable taxing  authorities an amount
equal to a percentage of this compensation income. Additionally, Optionee may at

                                       4


some point be required to satisfy tax  withholding  obligations  with respect to
the  disqualifying  disposition  of an Incentive  Stock Option.  Optionee  shall
satisfy his or her tax withholding  obligation arising upon the exercise of this
Option by one or some combination of the following methods: (i) by cash or check
payment, (ii) out of Optionee's current compensation,  (iii) if permitted by the
Administrator,  in its  discretion,  by surrendering to the Company Shares which
(A) in the case of Shares previously acquired from the Company,  have been owned
by Optionee  for more than six months on the date of  surrender,  and (B) have a
Fair  Market  Value  determined  as of the  applicable  Tax Date (as  defined in
Section 11(c) below) on the date of surrender equal to the amount required to be
withheld, or (iv) by electing to have the Company withhold from the Shares to be
issued upon  exercise of the  Option,  or the Shares to be issued in  connection
with the Stock  Purchase  Right,  if any,  that  number of Shares  having a Fair
Market  Value  determined  as of the  applicable  Tax Date  equal to the  amount
required to be withheld.

            (b) STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX OBLIGATIONS. In the
event the  Administrator  allows  Optionee to satisfy his or her tax withholding
obligations as provided in Section  11(a)(iii) or (iv) above,  such satisfaction
must comply with the  requirements  of this Section  (11)(b) and all  applicable
laws.  All  elections  by  Optionee  to have  Shares  withheld  to  satisfy  tax
withholding  obligations  shall be made in writing in a form  acceptable  to the
Administrator and shall be subject to the following restrictions:

                  (i) the  election  must be made on or prior to the  applicable
Tax Date (as defined in Section 11(c) below);

                  (ii) once made,  the election  shall be  irrevocable as to the
particular Shares of the Option as to which the election is made; and

                  (iii)  all  elections  shall  be  subject  to the  consent  or
disapproval of the Administrator.

                  In the event the  election to have Shares  withheld is made by
Optionee  and the Tax Date is deferred  under  Section 83 of the Code because no
election is filed under  Section 83(b) of the Code,  Optionee  shall receive the
full number of Shares with respect to which the Option is exercised but Optionee
shall be  unconditionally  obligated  to tender  back to the  Company the proper
number of Shares on the Tax Date.

            (c)  DEFINITIONS.  For  purposes of this Section 11, the Fair Market
Value of the  Shares to be  withheld  shall be  determined  on the date that the
amount of tax to be withheld is to be determined  under the Applicable Laws (the
"Tax Date").

      12.  MARKET  STANDOFF  AGREEMENT.  In connection  with the initial  public
offering  of the  Company's  securities  and upon  request of the Company or the
underwriters  managing such underwritten  offering of the Company's  securities,
Optionee agrees not to sell, make any short sale of, loan,  grant any option for
the purchase of, or otherwise  dispose of any  securities of the Company  (other
than those included in the  registration)  without the prior written  consent of
the  Company or such  underwriters,  as the case may be, for such period of time
(not to exceed 180 days) from the effective date of such  registration as may be
requested  by the  Company  or such  managing  underwriters  and to  execute  an
agreement  reflecting the foregoing as may be requested by the  underwriters  at
the time of the Company's initial public offering.


                            [Signature Page Follows]

                                       5




         This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
document.

                                  WORLD WASTE TECHNOLOGIES, INC.



                                  By:
                                     -------------------------------------------
                                       Name:
                                       Title:


      OPTIONEE  ACKNOWLEDGES  AND AGREES THAT THE VESTING OF SHARES  PURSUANT TO
THE OPTION HEREOF IS EARNED ONLY BY CONTINUING  CONSULTANCY OR EMPLOYMENT AT THE
WILL OF THE COMPANY  (NOT  THROUGH THE ACT OF BEING  HIRED,  BEING  GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT  NOTHING  IN THIS  AGREEMENT,  NOR IN THE  COMPANY'S  STOCK  PLAN  WHICH IS
INCORPORATED  HEREIN BY  REFERENCE,  SHALL  CONFER UPON  OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION  OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY,  NOR SHALL
IT  INTERFERE  IN ANY WAY  WITH  OPTIONEE'S  RIGHT  OR THE  COMPANY'S  RIGHT  TO
TERMINATE  OPTIONEE'S  EMPLOYMENT OR  CONSULTANCY  AT ANY TIME,  WITH OR WITHOUT
CAUSE.

      Optionee acknowledges receipt of a copy of the Plan and represents that he
or she is familiar with the terms and  provisions  thereof,  and hereby  accepts
this Option  subject to all of the terms and  provisions  thereof.  Optionee has
reviewed the Plan and this Option in their  entirety,  has had an opportunity to
obtain  the  advice  of  counsel  prior  to  executing  this  Option  and  fully
understands  all provisions of the Option.  Optionee  hereby agrees to accept as
binding,   conclusive  and  final  all  decisions  or   interpretations  of  the
Administrator upon any questions arising under the Plan or this Option.




Dated:
         -----------------   ---------------------------------------------------
                             [GRANTEE'S NAME]






                                    EXHIBIT A

                         WORLD WASTE TECHNOLOGIES, INC.

                                 2004 STOCK PLAN
          EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT


      This Agreement ("Agreement") is made as of ______________,  by and between
World Waste Technologies,  Inc., a California  corporation (the "Company"),  and
____________  ("Purchaser").  To the extent any  capitalized  terms used in this
Agreement are not defined,  they shall have the meaning  ascribed to them in the
2004 STOCK PLAN.

      1.  EXERCISE  OF  OPTION.  Subject  to the  terms and  conditions  hereof,
Purchaser hereby elects to exercise his or her option to purchase <>
shares of the Common Stock (the  "Shares") of the Company  under and pursuant to
the Company's 2004 STOCK PLAN (the "Plan") and the Stock Option  Agreement dated
____________ (the "Option Agreement"). Of these Shares, Purchaser has elected to
purchase  ____________  of those Shares which have become  vested as of the date
hereof under the Vesting  Schedule set forth in the Notice of Stock Option Grant
(the "Vested  Shares") and  ____________  Shares which have not yet vested under
such Vesting Schedule (the "Unvested Shares"). The purchase price for the Shares
shall be $____________ per Share for a total purchase price of $_______________,
which  amount shall be paid for by a check in the amount of  $____________.  The
term "Shares"  refers to the  purchased  Shares and all  securities  received in
replacement  of the  Shares or as stock  dividends  or  splits,  all  securities
received  in   replacement  of  the  Shares  in  a   recapitalization,   merger,
reorganization,  exchange or the like,  and all new,  substituted  or additional
securities  or other  properties  to which  Purchaser  is  entitled by reason of
Purchaser's ownership of the Shares.

      2. TIME AND PLACE OF  EXERCISE.  The purchase and sale of the Shares under
this Agreement shall occur at the principal office of the Company simultaneously
with the  execution  and  delivery  of this  Agreement  in  accordance  with the
provisions of Section 2(b) of the Option  Agreement.  On such date,  the Company
will deliver to Purchaser a certificate  representing the Shares to be purchased
by Purchaser (which shall be issued in Purchaser's  name) against payment of the
purchase  price  therefor by Purchaser by (a) check made payable to the Company,
(b)  cancellation of  indebtedness of the Company to Purchaser,  (c) delivery of
shares of the Common  Stock of the Company in  accordance  with Section 3 of the
Option Agreement, or (d) a combination of the foregoing.

      3.  LIMITATIONS  ON  TRANSFER.  In  addition  to any other  limitation  on
transfer  created by applicable  securities  laws,  Purchaser  shall not assign,
encumber or dispose of any  interest in the Shares  while the Shares are subject
to the Company's  Repurchase  Option (as defined  below).  After any Shares have
been released from such Repurchase Option,  Purchaser shall not assign, encumber
or  dispose  of any  interest  in such  Shares  except  in  compliance  with the
provisions below and applicable securities laws.

                                      A-1


            (a) Repurchase Option.

                  (i) In the event of the voluntary or  involuntary  termination
of Purchaser's  employment or consulting  relationship  with the Company for any
reason (including death or disability), with or without cause, the Company shall
upon the date of such termination (the "Termination  Date") have an irrevocable,
exclusive  option (the  "Repurchase  Option")  for a period of 90 days from such
date to repurchase  all or any portion of the Shares held by Purchaser as of the
Termination Date which have not yet been released from the Company's  Repurchase
Option at the original purchase price per Share specified in Section 1 (adjusted
for any stock splits, stock dividends and the like).

                  (ii) Unless the Company notifies Purchaser within 90 days from
the date of  termination of  Purchaser's  employment or consulting  relationship
that it does not intend to exercise its  Repurchase  Option with respect to some
or all of the  Shares,  the  Repurchase  Option  shall be  deemed  automatically
exercised by the Company as of the 90th day following such termination, provided
that the Company  may notify  Purchaser  that it is  exercising  its  Repurchase
Option as of a date  prior to such  90th  day.  Unless  Purchaser  is  otherwise
notified by the Company pursuant to the preceding sentence that the Company does
not intend to exercise its Repurchase  Option as to some or all of the Shares to
which it applies at the time of  termination,  execution  of this  Agreement  by
Purchaser  constitutes written notice to Purchaser of the Company's intention to
exercise  its  Repurchase  Option  with  respect  to all  Shares  to which  such
Repurchase Option applies.  The Company,  at its choice, may satisfy its payment
obligation  to Purchaser  with respect to exercise of the  Repurchase  Option by
either (A)  delivering a check to Purchaser in the amount of the purchase  price
for the Shares being  repurchased,  or (B) in the event Purchaser is indebted to
the  Company,  canceling  an amount of such  indebtedness  equal to the purchase
price for the Shares being  repurchased,  or (C) by a combination of (A) and (B)
so that the  combined  payment  and  cancellation  of  indebtedness  equals such
purchase price. In the event of any deemed automatic  exercise of the Repurchase
Option  pursuant to this Section  3(a)(ii) in which Purchaser is indebted to the
Company,  such  indebtedness  equal to the  purchase  price of the Shares  being
repurchased shall be deemed automatically  canceled as of the 90th day following
termination  of  Purchaser's  employment or consulting  relationship  unless the
Company  otherwise  satisfies  its  payment  obligations.  As a  result  of  any
repurchase of Shares pursuant to this Section 3(a), the Company shall become the
legal and beneficial  owner of the Shares being  repurchased  and shall have all
rights and interest therein or related  thereto,  and the Company shall have the
right to transfer to its own name the number of Shares being  repurchased by the
Company, without further action by Purchaser.

                  (iii) One hundred percent (100%) of the Shares shall initially
be subject to the Repurchase  Option. The Unvested Shares shall be released from
the Repurchase  Option in accordance with the Vesting  Schedule set forth in the
Notice of Stock Option Grant until all Shares are released  from the  Repurchase
Option. Fractional shares shall be rounded to the nearest whole share.

            (b) RIGHT OF FIRST  REFUSAL.  Before any Shares held by Purchaser or
any transferee of Purchaser  (either being  sometimes  referred to herein as the
"Holder") may be sold or otherwise  transferred  (including  transfer by gift or
operation of law),  the Company or its  assignee(s)  shall have a right of first
refusal to  purchase  the Shares on the terms and  conditions  set forth in this
Section 3(b) (the "Right of First Refusal").

                                      A-2


                  (i)  NOTICE OF  PROPOSED  TRANSFER.  The  Holder of the Shares
shall deliver to the Company a written  notice (the "Notice")  stating:  (i) the
Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the
name of each proposed  purchaser or other  transferee  ("Proposed  Transferee");
(iii) the number of Shares to be  transferred to each Proposed  Transferee;  and
(iv) the terms and  conditions  of each  proposed  sale or transfer.  The Holder
shall offer the Shares at the same price (the "Offered Price") and upon the same
terms (or  terms as  similar  as  reasonably  possible)  to the  Company  or its
assignee(s).

                  (ii) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within 30
days after receipt of the Notice,  the Company  and/or its  assignee(s)  may, by
giving  written  notice to the Holder,  elect to purchase all, but not less than
all, of the Shares proposed to be transferred to any one or more of the Proposed
Transferees,  at the purchase  price  determined in accordance  with  subsection
(iii) below.

                  (iii) PURCHASE PRICE.  The purchase price  ("Purchase  Price")
for the Shares  purchased by the Company or its  assignee(s)  under this Section
3(b) shall be the Offered  Price.  If the Offered Price  includes  consideration
other than cash, the cash equivalent value of the non-cash  consideration  shall
be determined by the Board of Directors of the Company in good faith.

                  (iv) PAYMENT.  Payment of the Purchase Price shall be made, at
the  option  of  the  Company  or  its  assignee(s),  in  cash  (by  check),  by
cancellation of all or a portion of any  outstanding  indebtedness of the Holder
to the Company (or, in the case of repurchase by an assignee,  to the assignee),
or by any  combination  thereof within 30 days after receipt of the Notice or in
the manner and at the times set forth in the Notice.

                  (v) HOLDER'S RIGHT TO TRANSFER.  If all of the Shares proposed
in the Notice to be transferred to a given Proposed Transferee are not purchased
by the Company and/or its assignee(s) as provided in this Section 3(b), then the
Holder may sell or otherwise transfer such Shares to that Proposed Transferee at
the  Offered  Price or at a  higher  price,  provided  that  such  sale or other
transfer is consummated within 60 days after the date of the Notice and provided
further that any such sale or other transfer is effected in accordance  with any
applicable  securities laws and the Proposed  Transferee  agrees in writing that
the  provisions  of this Section 3 shall  continue to apply to the Shares in the
hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred  to the Proposed  Transferee  within such  period,  or if the Holder
proposes to change the price or other terms to make them more  favorable  to the
Proposed Transferee, a new Notice shall be given to the Company, and the Company
and/or its assignees  shall again be offered the Right of First  Refusal  before
any Shares held by the Holder may be sold or otherwise transferred.

                  (vi) EXCEPTION FOR CERTAIN FAMILY  TRANSFERS.  Anything to the
contrary contained in this Section 3(b) notwithstanding,  the transfer of any or
all of the Shares during Purchaser's lifetime or on Purchaser's death by will or
intestacy to Purchaser's  Immediate Family (as defined below) or a trust for the
benefit of Purchaser's  Immediate  Family shall be exempt from the provisions of
this Section 3(b).  "Immediate Family" as used herein shall mean spouse,  lineal
descendant or antecedent,  father,  mother, brother or sister. In such case, the
transferee or other  recipient  shall receive and hold the Shares so transferred
subject  to the  provisions  of this  Section,  and  there  shall be no  further
transfer of such Shares except in accordance with the terms of this Section 3.

                                      A-3



            (c) INVOLUNTARY TRANSFER.

                  (i) COMPANY'S RIGHT TO PURCHASE UPON INVOLUNTARY  TRANSFER. In
the event,  at any time after the date of this  Agreement,  of any  transfer  by
operation of law or other involuntary  transfer (including divorce or death, but
excluding, in the event of death, a transfer to Immediate Family as set forth in
Section  3(b)(vi)  above) of all or a portion of the Shares by the record holder
thereof,  the  Company  shall  have the  right  to  purchase  all of the  Shares
transferred at the greater of the purchase  price paid by Purchaser  pursuant to
this  Agreement  or the Fair Market Value of the Shares on the date of transfer.
Upon such a transfer,  the person acquiring the Shares shall promptly notify the
Secretary  of the Company of such  transfer.  The right to purchase  such Shares
shall be provided to the  Company for a period of 30 days  following  receipt by
the Company of written notice by the person acquiring the Shares.

                  (ii) PRICE FOR INVOLUNTARY TRANSFER. With respect to any stock
to be transferred  pursuant to Section  3(c)(i),  the price per Share shall be a
price set by the Board of Directors of the Company that will reflect the current
value of the stock in terms of  present  earnings  and future  prospects  of the
Company.  The Company shall notify Purchaser or his or her executor of the price
so  determined  within 30 days  after  receipt  by it of  written  notice of the
transfer or proposed  transfer of Shares.  However,  if the  Purchaser  does not
agree with the valuation as determined by the Board of Directors of the Company,
the  Purchaser  shall  be  entitled  to  have  the  valuation  determined  by an
independent  appraiser  to be  mutually  agreed  upon  by the  Company  and  the
Purchaser  and  whose  fees  shall  be  borne  equally  by the  Company  and the
Purchaser.

            (d) ASSIGNMENT. The right of the Company to purchase any part of the
Shares may be assigned in whole or in part to any shareholder or shareholders of
the Company or other persons or organizations.

            (e) RESTRICTIONS  BINDING ON TRANSFEREES.  All transferees of Shares
or any interest therein will receive and hold such Shares or interest subject to
the  provisions  of  this  Agreement,  including,  insofar  as  applicable,  the
Repurchase  Option.  In the event of any purchase by the Company hereunder where
the  Shares  or  interest  are held by a  transferee,  the  transferee  shall be
obligated,  if requested  by the Company,  to transfer the Shares or interest to
the  Purchaser for  consideration  equal to the amount to be paid by the Company
hereunder. In the event the Repurchase Option is deemed exercised by the Company
pursuant to Section 3(a)(ii) hereof, the Company may deem any transferee to have
transferred  the Shares or interest to Purchaser  prior to their purchase by the
Company,  and payment of the  purchase  price by the Company to such  transferee
shall be deemed to satisfy  Purchaser's  obligation to pay such  transferee  for
such Shares or interest,  and also to satisfy the  Company's  obligation  to pay
Purchaser for such Shares or interest.  Any sale or transfer of the Shares shall
be void unless the provisions of this Agreement are satisfied.

                                      A-4


            (f)  TERMINATION  OF  RIGHTS.  The  Right of First  Refusal  and the
Company's right to repurchase the Shares in the event of an involuntary transfer
pursuant to Section 3(c) above shall  terminate upon the listing of Common Stock
of the Company on a national exchange.

            (g) MARKET STANDOFF AGREEMENT. In connection with the initial public
offering  of the  Company's  securities  and upon  request of the Company or the
underwriters  managing such underwritten  offering of the Company's  securities,
Purchaser agrees not to sell, make any short sale of, loan, grant any option for
the purchase of, or otherwise  dispose of any  securities of the Company  (other
than those included in the  registration)  without the prior written  consent of
the  Company or such  underwriters,  as the case may be, for such period of time
(not to exceed 180 days) from the effective date of such  registration as may be
requested  by the  Company  or such  managing  underwriters  and to  execute  an
agreement  reflecting the foregoing as may be requested by the  underwriters  at
the time of the Company's initial public offering.

      4. ESCROW OF UNVESTED SHARES. For purposes of facilitating the enforcement
of the provisions of Section 3 above, Purchaser agrees, immediately upon receipt
of the  certificate(s)  for the Shares  subject  to the  Repurchase  Option,  to
deliver  such   certificate(s),   together  with  an  Assignment  Separate  from
Certificate  in the form attached to this  Agreement as Attachment A executed by
Purchaser and by Purchaser's spouse (if required for transfer), in blank, to the
Secretary  of  the  Company,   or  the  Secretary's   designee,   to  hold  such
certificate(s)  and Assignment  Separate from  Certificate in escrow and to take
all such actions and to effectuate all such transfers  and/or releases as are in
accordance with the terms of this Agreement.  Purchaser hereby acknowledges that
the Secretary of the Company,  or the Secretary's  designee,  is so appointed as
the escrow holder with the  foregoing  authorities  as a material  inducement to
make this Agreement and that said appointment is coupled with an interest and is
accordingly  irrevocable.  Purchaser agrees that said escrow holder shall not be
liable to any party hereof (or to any other  party).  The escrow holder may rely
upon any letter, notice or other document executed by any signature purported to
be genuine and may resign at any time. Purchaser agrees that if the Secretary of
the Company, or the Secretary's designee, resigns as escrow holder for any or no
reason,  the Board of Directors of the Company shall have the power to appoint a
successor to serve as escrow holder pursuant to the terms of this Agreement.

      5.  INVESTMENT  AND  TAXATION  REPRESENTATIONS.  In  connection  with  the
purchase of the Shares, Purchaser represents to the Company the following:

            (a)  Purchaser  is  aware  of the  Company's  business  affairs  and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares. Purchaser is
purchasing  the Shares for  investment  for his or her own account  only and not
with a view to, or for resale in connection  with,  any  "distribution"  thereof
within the meaning of the  Securities  Act.  Purchaser does not have any present
intention to transfer the Shares to any other person or entity.

            (b) Purchaser  understands  that the Shares have not been registered
under the  Securities  Act by reason of a specific  exemption  therefrom,  which
exemption depends upon, among other things,  the bona fide nature of Purchaser's
investment intent as expressed herein.

                                      A-5


            (c)   Purchaser   understands   that  the  Shares  are   "restricted
securities"  under  applicable U.S.  federal and state securities laws and that,
pursuant to these laws,  Purchaser must hold the Shares indefinitely unless they
are  registered  with the  Securities  and Exchange  Commission and qualified by
state  authorities,  or an exemption from such  registration  and  qualification
requirements  is  available.  Purchaser  acknowledges  that the  Company  has no
obligation  to  register or qualify  the Shares for  resale.  Purchaser  further
acknowledges  that  if  an  exemption  from  registration  or  qualification  is
available,  it may be conditioned  on various  requirements  including,  but not
limited to, the time and manner of sale, the holding period for the Shares,  and
requirements  relating  to the  Company  which are  outside  of the  Purchaser's
control,  and which the  Company is under no  obligation  and may not be able to
satisfy.

            (d) Purchaser  understands  that  Purchaser  may suffer  adverse tax
consequences  as a result of Purchaser's  purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted any tax consultants  Purchaser
deems advisable in connection with the purchase or disposition of the Shares and
that Purchaser is not relying on the Company for any tax advice.

      6. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

            (a) LEGENDS. The certificate or certificates representing the Shares
shall bear the following  legends (as well as any legends required by applicable
state and federal corporate and securities laws):

                  (i) THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AND  HAVE  BEEN  ACQUIRED  FOR
INVESTMENT  AND  NOT  WITH A  VIEW  TO,  OR IN  CONNECTION  WITH,  THE  SALE  OR
DISTRIBUTION  THEREOF.  NO SUCH SALE OR DISTRIBUTION  MAY BE EFFECTED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A
FORM  SATISFACTORY  TO THE COMPANY THAT SUCH  REGISTRATION IS NOT REQUIRED UNDER
THE SECURITIES ACT OF 1933.

                  (ii)  THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  MAY  BE
TRANSFERRED  ONLY IN  ACCORDANCE  WITH THE  TERMS OF AN  AGREEMENT  BETWEEN  THE
COMPANY AND THE  SHAREHOLDER,  A COPY OF WHICH IS ON FILE WITH THE  SECRETARY OF
THE COMPANY.

            (b) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to ensure
compliance  with the  restrictions  referred  to herein,  the  Company may issue
appropriate  "stop  transfer"  instructions  to its transfer  agent, if any, and
that,  if the Company  transfers  its own  securities,  it may make  appropriate
notations to the same effect in its own records.

            (c) REFUSAL TO  TRANSFER.  The Company  shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the  provisions of this  Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay  dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

                                      A-6


            (d)  REMOVAL  OF  LEGEND.  When  all of the  following  events  have
occurred,  the Shares  then held by  Purchaser  will no longer be subject to the
legend  referred to in Section  6(a)(ii):  (i) the  termination  of the Right of
First  Refusal;  (ii) the  expiration  or  termination  of the  market  standoff
provisions  of Section 3(g) (and of any  agreement  entered  pursuant to Section
3(g));  and (iii) the expiration or exercise in full of the  Repurchase  Option.
After such time, and upon Purchaser's request, a new certificate or certificates
representing  the  Shares not  repurchased  shall be issued  without  the legend
referred to in Section 6(a)(ii), and delivered to Purchaser.

      7. NO EMPLOYMENT  RIGHTS.  Nothing in this  Agreement  shall affect in any
manner  whatsoever the right or power of the Company,  or a Parent or Subsidiary
of the Company, to terminate Purchaser's employment or consulting  relationship,
for any reason, with or without cause.

      8. SECTION 83(B) ELECTION. Purchaser understands that Section 83(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income
for a Nonstatutory Stock Option and as alternative minimum taxable income for an
Incentive Stock Option the difference between the amount paid for the Shares and
the Fair  Market  Value of the  Shares  as of the date any  restrictions  on the
Shares lapse. In this context,  "restriction"  means the right of the Company to
buy back the Shares pursuant to the Repurchase  Option set forth in Section 3(a)
of this Agreement. Purchaser understands that Purchaser may elect to be taxed at
the time the Shares are purchased, rather than when and as the Repurchase Option
expires,  by filing an election under Section 83(b) (an "83(b) Election") of the
Code with the Internal Revenue Service within 30 days from the date of purchase.
Even if the Fair Market Value of the Shares at the time of the execution of this
Agreement  equals the amount paid for the Shares,  the election  must be made to
avoid income and  alternative  minimum tax treatment  under Section 83(a) in the
future.  Purchaser understands that failure to file such an election in a timely
manner may result in adverse tax consequences for Purchaser.  Purchaser  further
understands  that an additional  copy of such election form should be filed with
his or her federal  income tax return for the calendar year in which the date of
this  Agreement  falls.  Purchaser  acknowledges  that the  foregoing  is only a
summary of the effect of United States federal  income  taxation with respect to
purchase of the Shares hereunder, and does not purport to be complete. Purchaser
further acknowledges that the Company has directed Purchaser to seek independent
advice  regarding the applicable  provisions of the Code, the income tax laws of
any  municipality,  state or foreign country in which Purchaser may reside,  and
the tax consequences of Purchaser's death.

      Purchaser  agrees  that he or she will  execute and deliver to the Company
with this  executed  Agreement a copy of the  Acknowledgment  and  Statement  of
Decision Regarding Section 83(b) Election (the "Acknowledgment") attached hereto
as Attachment B. Purchaser further agrees that he or she will execute and submit
with  the  Acknowledgment  a copy  of the  83(b)  Election  attached  hereto  as
Attachment  C (for tax  purposes  in  connection  with the early  exercise of an
option) if Purchaser has indicated in the  Acknowledgment his or her decision to
make such an election.

                                      A-7


      9. MISCELLANEOUS.

            (a)  GOVERNING  LAW. This  Agreement  and all acts and  transactions
pursuant  hereto and the rights and  obligations  of the parties hereto shall be
governed,  construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.

            (b) ENTIRE  AGREEMENT;  ENFORCEMENT  OF RIGHTS.  This Agreement sets
forth the entire  agreement  and  understanding  of the parties  relating to the
subject  matter  herein  and  merges  all prior  discussions  between  them.  No
modification  of or  amendment to this  Agreement,  nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement.  The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such party.

            (c)  SEVERABILITY.  If one or more  provisions of this Agreement are
held to be unenforceable  under applicable law, the parties agree to renegotiate
such  provision  in good  faith.  In the event that the parties  cannot  reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision  shall be  excluded  from  this  Agreement,  (ii) the  balance  of the
Agreement  shall be  interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.

            (d)  CONSTRUCTION.  This  Agreement  is the  result of  negotiations
between and has been reviewed by each of the parties hereto and their respective
counsel, if any;  accordingly,  this Agreement shall be deemed to be the product
of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.

            (e) NOTICES.  Any notice  required or  permitted  by this  Agreement
shall be in writing and shall be deemed sufficient when delivered  personally or
sent by telegram or fax or 48 hours after being  deposited in the U.S.  mail, as
certified or registered mail, with postage  prepaid,  and addressed to the party
to be notified  at such  party's  address as set forth below or as  subsequently
modified by written notice.

            (f)  COUNTERPARTS.  This  Agreement  may be  executed in two or more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one instrument.

            (g)  SUCCESSORS  AND  ASSIGNS.  The  rights  and  benefits  of  this
Agreement  shall inure to the benefit of, and be  enforceable  by the  Company's
successors  and assigns.  The rights and  obligations  of  Purchaser  under this
Agreement may only be assigned with the prior written consent of the Company.

                                      A-8


            (h) CALIFORNIA  CORPORATE SECURITIES LAW. THE SALE OF THE SECURITIES
WHICH  ARE THE  SUBJECT  OF THIS  AGREEMENT  HAS NOT  BEEN  QUALIFIED  WITH  THE
COMMISSIONER  OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE  CONSIDERATION  THEREFOR
PRIOR TO THE QUALIFICATION IS UNLAWFUL,  UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM   QUALIFICATION  BY  SECTION  25100,  25102  OR  25105  OF  THE  CALIFORNIA
CORPORATIONS  CODE.  THE RIGHTS OF ALL PARTIES TO THIS  AGREEMENT  ARE EXPRESSLY
CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

                            [Signature Page Follows]






         The parties have executed this Agreement as of the date first set forth
above.

                              COMPANY:

                              WORLD WASTE TECHNOLOGIES, INC.



                              By:
                              --------------------------------------------------
                              Name:
                              Title:

                              Address:     13520 Evening Creek Drive North
                                           San Diego, CA 92128


                              PURCHASER:

                              <>



                              --------------------------------------------------
                              Signature


                              --------------------------------------------------
                              Print Name

                              <>
                              <>






                                  ATTACHMENT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


      FOR VALUE RECEIVED and pursuant to that certain Early Exercise  Notice and
Restricted Stock Purchase  Agreement  between the undersigned  ("Purchaser") and
World Waste Technologies, Inc. (the "Company") dated _______________,  ____ (the
"Agreement"),  Purchaser  hereby sells,  assigns and transfers  unto the Company
_________________________________  (________)  shares of the Common Stock of the
Company,  standing  in  Purchaser's  name  on  the  books  of  the  Company  and
represented by Certificate No. ____, and does hereby irrevocably  constitute and
appoint  ________________________________________________ to transfer said stock
on the books of the Company  with full power of  substitution  in the  premises.
THIS  ASSIGNMENT  MAY  ONLY BE  USED  AS  AUTHORIZED  BY THE  AGREEMENT  AND THE
ATTACHMENTS THERETO.

Dated: ______________________



                              Signature:




                              --------------------------------------------------
                              <>


Instruction: Please do not fill in any blanks other than the signature line. The
purpose of this assignment is to enable the Company to exercise its Repurchase
Option set forth in the Agreement without requiring additional signatures on the
part of Purchaser.


                                     A-A-1





                                  ATTACHMENT B

                    ACKNOWLEDGMENT AND STATEMENT OF DECISION
                        REGARDING SECTION 83(b) ELECTION


      The  undersigned  (which  term  includes  the  undersigned's   spouse),  a
purchaser of  ___________  shares of Common  Stock of World Waste  Technologies,
Inc., a California  corporation  (the  "Company")  by exercise of an option (the
"Option") granted pursuant to the Company's 2004 STOCK PLAN (the "Plan"), hereby
states as follows:

      1. The undersigned  acknowledges receipt of a copy of the Plan relating to
the offering of such shares. The undersigned has carefully reviewed the Plan and
the option agreement pursuant to which the Option was granted.

      2. The undersigned either [check and complete as applicable]:

         (a) ____   has   consulted,   and  has  been  fully   advised  by,  the
                    undersigned's           own           tax           advisor,
                    _____________________________________,     whose    business
                    address  is  ______________________________,  regarding  the
                    federal,  state  and local tax  consequences  of  purchasing
                    shares  under  the  Plan,  and  particularly  regarding  the
                    advisability of making  elections  pursuant to Section 83(b)
                    of the  Internal  Revenue  Code of  1986,  as  amended  (the
                    "Code") and pursuant to the  corresponding provisions, if
                    any, of applicable state law; or

         (b) ____   has knowingly chosen not to consult such a tax advisor.

3. The undersigned hereby states that the undersigned has decided [check as
applicable]:

         (a) ____   to make an election  pursuant to Section  83(b) of the Code,
                    and  is  submitting  to  the  Company,   together  with  the
                    undersigned's  executed Early Exercise Notice and Restricted
                    Stock   Purchase   Agreement,   an  executed  form  entitled
                    "Election  Under Section 83(b) of the Internal  Revenue Code
                    of 1986;" or

         (b) ____   not to make an  election  pursuant  to Section  83(b) of the
                    Code.

4. Neither the Company nor any subsidiary or representative of the Company has
made any warranty or representation to the undersigned with respect to the tax
consequences of the undersigned's purchase of shares under the Plan or of the
making or failure to make an election pursuant to Section 83(b) of the Code or
the corresponding provisions, if any, of applicable state law.

Date:
    --------------------------------         -----------------------------------
                                             <>

                                     A-B-1



                                  ATTACHMENT C

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

      The undersigned  taxpayer hereby elects,  pursuant to Section 83(b) of the
Internal  Revenue  Code, to include in  taxpayer's  gross income or  alternative
minimum taxable income, as applicable,  for the current taxable year, the amount
of any income  that may be taxable to  taxpayer in  connection  with  taxpayer's
receipt of the property described below:

      1. The name, address,  taxpayer  identification number and taxable year of
the undersigned are as follows:

            NAME OF TAXPAYER: <>

            ADDRESS: <>

                     <>

            IDENTIFICATION NO. OF TAXPAYER: _______________

            TAXABLE YEAR: __________

      2. The property with respect to which the election is made is described as
follows:

            <>   shares  of  the   Common   Stock  of  World   Waste
            Technologies, Inc., a California corporation (the "Company").

      3. The date on which the property was transferred is: _______________

      4. The property is subject to the following restrictions:

            Repurchase  option at cost in favor of the Company upon  termination
            of taxpayer's employment or consulting relationship.

      5. The fair  market  value at the  time of  transfer,  determined  without
regard to any restriction other than a restriction which by its terms will never
lapse, of such property is: $<>

The amount (if any) paid for such property: $<>

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.

Dated:
       -----------------------------         ----------------------------------
                                             <>


                                     A-C-1



                               RECEIPT AND CONSENT


      The undersigned hereby acknowledges  receipt of a photocopy of Certificate
No.   ______  for   <>   shares  of  Common  Stock  of  World  Waste
Technologies, Inc. (the "Company").

      The undersigned further acknowledges that the Secretary of the Company, or
his or her designee,  is acting as escrow holder  pursuant to the Early Exercise
Notice and Restricted Stock Purchase Agreement  Purchaser has previously entered
into with the Company. As escrow holder, the Secretary of the Company, or his or
her designee, holds the original of the aforementioned certificate issued in the
undersigned's name.

Dated:
      ------------------------------         -----------------------------------
                                             <>



                                    EXHIBIT B

                         WORLD WASTE TECHNOLOGIES, INC.

                                 2004 STOCK PLAN
             EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT


      This Agreement ("Agreement") is made as of ______________,  by and between
World Waste Technologies,  Inc., a California  corporation (the "Company"),  and
____________  ("Purchaser").  To the extent any  capitalized  terms used in this
Agreement are not defined,  they shall have the meaning  ascribed to them in the
2004 STOCK PLAN.

            1. EXERCISE OF OPTION.  Subject to the terms and conditions  hereof,
Purchaser  hereby  elects to exercise  his or her option to purchase  __________
shares of the Common Stock (the  "Shares") of the Company  under and pursuant to
the Company's 2004 STOCK PLAN (the "Plan") and the Stock Option  Agreement dated
______________,  (the "Option  Agreement").  The  purchase  price for the Shares
shall  be   $<>   per  Share  for  a  total   purchase  price  of
$_______________.  The term  "Shares"  refers to the  purchased  Shares  and all
securities  received  in  replacement  of the  Shares or as stock  dividends  or
splits,   all   securities   received  in   replacement   of  the  Shares  in  a
recapitalization,  merger,  reorganization,  exchange or the like,  and all new,
substituted or additional  securities or other  properties to which Purchaser is
entitled by reason of Purchaser's ownership of the Shares.

      2. TIME AND PLACE OF  EXERCISE.  The purchase and sale of the Shares under
this Agreement shall occur at the principal office of the Company simultaneously
with the  execution  and  delivery  of this  Agreement  in  accordance  with the
provisions of Section 2(b) of the Option  Agreement.  On such date,  the Company
will deliver to Purchaser a certificate  representing the Shares to be purchased
by Purchaser (which shall be issued in Purchaser's  name) against payment of the
purchase  price  therefor by Purchaser by (a) check made payable to the Company,
(b)  cancellation of  indebtedness of the Company to Purchaser,  (c) delivery of
shares of the Common  Stock of the Company in  accordance  with Section 3 of the
Option Agreement, or (d) a combination of the foregoing.

      3.  LIMITATIONS  ON  TRANSFER.  In  addition  to any other  limitation  on
transfer  created by applicable  securities  laws,  Purchaser  shall not assign,
encumber or dispose of any interest in the Shares except in compliance  with the
provisions below and applicable securities laws.

            (a) RIGHT OF FIRST  REFUSAL.  Before any Shares held by Purchaser or
any transferee of Purchaser  (either being  sometimes  referred to herein as the
"Holder") may be sold or otherwise  transferred  (including  transfer by gift or
operation of law),  the Company or its  assignee(s)  shall have a right of first
refusal to  purchase  the Shares on the terms and  conditions  set forth in this
Section 3(a) (the "Right of First Refusal").

                  (i)  NOTICE OF  PROPOSED  TRANSFER.  The  Holder of the Shares
shall deliver to the Company a written  notice (the "Notice")  stating:  (i) the
Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the
name of each proposed  purchaser or other  transferee  ("Proposed  Transferee");
(iii) the number of Shares to be  transferred to each Proposed  Transferee;  and

                                      B-1


(iv) the terms and  conditions  of each  proposed  sale or transfer.  The Holder
shall offer the Shares at the same price (the "Offered Price") and upon the same
terms (or  terms as  similar  as  reasonably  possible)  to the  Company  or its
assignee(s).

                  (ii) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within 30
days after receipt of the Notice,  the Company  and/or its  assignee(s)  may, by
giving  written  notice to the Holder,  elect to purchase all, but not less than
all, of the Shares proposed to be transferred to any one or more of the Proposed
Transferees,  at the purchase  price  determined in accordance  with  subsection
(iii) below.

                  (iii) PURCHASE PRICE.  The purchase price  ("Purchase  Price")
for the Shares  purchased by the Company or its  assignee(s)  under this Section
3(a) shall be the Offered  Price.  If the Offered Price  includes  consideration
other than cash, the cash equivalent value of the non-cash  consideration  shall
be determined by the Board of Directors of the Company in good faith.

                  (iv) PAYMENT.  Payment of the Purchase Price shall be made, at
the  option  of  the  Company  or  its  assignee(s),  in  cash  (by  check),  by
cancellation of all or a portion of any  outstanding  indebtedness of the Holder
to the Company (or, in the case of repurchase by an assignee,  to the assignee),
or by any  combination  thereof within 30 days after receipt of the Notice or in
the manner and at the times set forth in the Notice.

                  (v) HOLDER'S RIGHT TO TRANSFER.  If all of the Shares proposed
in the Notice to be transferred to a given Proposed Transferee are not purchased
by the Company and/or its assignee(s) as provided in this Section 3(a), then the
Holder may sell or otherwise transfer such Shares to that Proposed Transferee at
the  Offered  Price or at a  higher  price,  provided  that  such  sale or other
transfer is consummated within 60 days after the date of the Notice and provided
further that any such sale or other transfer is effected in accordance  with any
applicable  securities laws and the Proposed  Transferee  agrees in writing that
the  provisions  of this Section 3 shall  continue to apply to the Shares in the
hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred  to the Proposed  Transferee  within such  period,  or if the Holder
proposes to change the price or other terms to make them more  favorable  to the
Proposed Transferee, a new Notice shall be given to the Company, and the Company
and/or its assignees  shall again be offered the Right of First  Refusal  before
any Shares held by the Holder may be sold or otherwise transferred.

                  (vi) EXCEPTION FOR CERTAIN FAMILY  TRANSFERS.  Anything to the
contrary contained in this Section 3(a) notwithstanding,  the transfer of any or
all of the Shares during Purchaser's lifetime or on Purchaser's death by will or
intestacy to Purchaser's  Immediate Family (as defined below) or a trust for the
benefit of Purchaser's  Immediate  Family shall be exempt from the provisions of
this Section 3(a).  "Immediate Family" as used herein shall mean spouse,  lineal
descendant or antecedent,  father,  mother, brother or sister. In such case, the
transferee or other  recipient  shall receive and hold the Shares so transferred
subject  to the  provisions  of this  Section,  and  there  shall be no  further
transfer of such Shares except in accordance with the terms of this Section 3.

                                      B-2


            (b) INVOLUNTARY TRANSFER.

                  (i) COMPANY'S RIGHT TO PURCHASE UPON INVOLUNTARY  TRANSFER. In
the event,  at any time after the date of this  Agreement,  of any  transfer  by
operation of law or other involuntary  transfer (including divorce or death, but
excluding, in the event of death, a transfer to Immediate Family as set forth in
Section  3(a)(vi)  above) of all or a portion of the Shares by the record holder
thereof,  the  Company  shall  have the  right  to  purchase  all of the  Shares
transferred at the greater of the purchase  price paid by Purchaser  pursuant to
this  Agreement  or the Fair Market Value of the Shares on the date of transfer.
Upon such a transfer,  the person acquiring the Shares shall promptly notify the
Secretary  of the Company of such  transfer.  The right to purchase  such Shares
shall be provided to the  Company for a period of 30 days  following  receipt by
the Company of written notice by the person acquiring the Shares.

                  (ii) PRICE FOR INVOLUNTARY TRANSFER. With respect to any stock
to be transferred  pursuant to Section  3(b)(i),  the price per Share shall be a
price set by the Board of Directors of the Company that will reflect the current
value of the stock in terms of  present  earnings  and future  prospects  of the
Company.  The Company shall notify Purchaser or his or her executor of the price
so  determined  within 30 days  after  receipt  by it of  written  notice of the
transfer or proposed  transfer of Shares.  However,  if the  Purchaser  does not
agree with the valuation as determined by the Board of Directors of the Company,
the  Purchaser  shall  be  entitled  to  have  the  valuation  determined  by an
independent  appraiser  to be  mutually  agreed  upon  by the  Company  and  the
Purchaser  and  whose  fees  shall  be  borne  equally  by the  Company  and the
Purchaser.

            (c) ASSIGNMENT. The right of the Company to purchase any part of the
Shares may be assigned in whole or in part to any shareholder or shareholders of
the Company or other persons or organizations.

            (d) RESTRICTIONS  BINDING ON TRANSFEREES.  All transferees of Shares
or any interest therein will receive and hold such Shares or interest subject to
the  provisions of this  Agreement.  Any sale or transfer of the Shares shall be
void unless the provisions of this Agreement are satisfied.

            (e)  TERMINATION  OF  RIGHTS.  The  Right of First  Refusal  and the
Company's right to repurchase the Shares in the event of an involuntary transfer
pursuant to Section 3(b) above shall  terminate upon the listing of Common Stock
of the Company on a national exchange.

            (f) MARKET STANDOFF AGREEMENT. In connection with the initial public
offering  of the  Company's  securities  and upon  request of the Company or the
underwriters  managing such underwritten  offering of the Company's  securities,
Purchaser agrees not to sell, make any short sale of, loan, grant any option for
the purchase of, or otherwise  dispose of any  securities of the Company  (other
than those included in the  registration)  without the prior written  consent of
the  Company or such  underwriters,  as the case may be, for such period of time
(not to exceed 180 days) from the effective date of such  registration as may be
requested  by the  Company  or such  managing  underwriters  and to  execute  an
agreement  reflecting the foregoing as may be requested by the  underwriters  at
the time of the Company's initial public offering.

                                      B-3


      4.  INVESTMENT  AND  TAXATION  REPRESENTATIONS.  In  connection  with  the
purchase of the Shares, Purchaser represents to the Company the following:

            (a)  Purchaser  is  aware  of the  Company's  business  affairs  and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares. Purchaser is
purchasing  the Shares for  investment  for his or her own account  only and not
with a view to, or for resale in connection  with,  any  "distribution"  thereof
within the meaning of the Securities Act.

            (b) Purchaser  understands  that the Shares have not been registered
under the  Securities  Act by reason of a specific  exemption  therefrom,  which
exemption depends upon, among other things,  the bona fide nature of Purchaser's
investment intent as expressed herein.

            (c)   Purchaser   understands   that  the  Shares  are   "restricted
securities"  under  applicable U.S.  federal and state securities laws and that,
pursuant to these laws,  Purchaser must hold the Shares indefinitely unless they
are  registered  with the  Securities  and Exchange  Commission and qualified by
state  authorities,  or an exemption from such  registration  and  qualification
requirements  is  available.  Purchaser  acknowledges  that the  Company  has no
obligation  to  register or qualify  the Shares for  resale.  Purchaser  further
acknowledges  that  if  an  exemption  from  registration  or  qualification  is
available,  it may be conditioned  on various  requirements  including,  but not
limited to, the time and manner of sale, the holding period for the Shares,  and
requirements  relating  to the  Company  which are  outside  of the  Purchaser's
control,  and which the  Company is under no  obligation  and may not be able to
satisfy.

            (d) Purchaser  understands  that  Purchaser  may suffer  adverse tax
consequences  as a result of Purchaser's  purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted any tax consultants  Purchaser
deems advisable in connection with the purchase or disposition of the Shares and
that Purchaser is not relying on the Company for any tax advice.

      5. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

            (a) LEGENDS. The certificate or certificates representing the Shares
shall bear the following  legends (as well as any legends required by applicable
state and federal corporate and securities laws):

                  (i) THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AND  HAVE  BEEN  ACQUIRED  FOR
INVESTMENT  AND  NOT  WITH A  VIEW  TO,  OR IN  CONNECTION  WITH,  THE  SALE  OR
DISTRIBUTION  THEREOF.  NO SUCH SALE OR DISTRIBUTION  MAY BE EFFECTED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A
FORM  SATISFACTORY  TO THE COMPANY THAT SUCH  REGISTRATION IS NOT REQUIRED UNDER
THE SECURITIES ACT OF 1933.

                  (ii)  THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  MAY  BE
TRANSFERRED  ONLY IN  ACCORDANCE  WITH THE  TERMS OF AN  AGREEMENT  BETWEEN  THE
COMPANY AND THE  SHAREHOLDER,  A COPY OF WHICH IS ON FILE WITH THE  SECRETARY OF
THE COMPANY.

                                      B-4


            (b) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to ensure
compliance  with the  restrictions  referred  to herein,  the  Company may issue
appropriate  "stop  transfer"  instructions  to its transfer  agent, if any, and
that,  if the Company  transfers  its own  securities,  it may make  appropriate
notations to the same effect in its own records.

            (c) REFUSAL TO  TRANSFER.  The Company  shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the  provisions of this  Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay  dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

            (d)  REMOVAL  OF  LEGEND.  When  all of the  following  events  have
occurred,  the Shares  then held by  Purchaser  will no longer be subject to the
legend  referred to in Section  5(a)(ii):  (i) the  termination  of the Right of
First Refusal;  and (ii) the  expiration or  termination of the market  standoff
provisions  of Section 3(f) (and of any  agreement  entered  pursuant to Section
3(f)).  After such time,  and upon  Purchaser's  request,  a new  certificate or
certificates representing the Shares not repurchased shall be issued without the
legend referred to in Section 5(a)(ii), and delivered to Purchaser.

      6. NO EMPLOYMENT  RIGHTS.  Nothing in this  Agreement  shall affect in any
manner  whatsoever the right or power of the Company,  or a Parent or Subsidiary
of the Company, to terminate Purchaser's employment or consulting  relationship,
for any reason, with or without cause.

      7. MISCELLANEOUS.

            (a)  GOVERNING  LAW. This  Agreement  and all acts and  transactions
pursuant  hereto and the rights and  obligations  of the parties hereto shall be
governed,  construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.

            (b) ENTIRE  AGREEMENT;  ENFORCEMENT  OF RIGHTS.  This Agreement sets
forth the entire  agreement  and  understanding  of the parties  relating to the
subject  matter  herein  and  merges  all prior  discussions  between  them.  No
modification  of or  amendment to this  Agreement,  nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement.  The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such party.

            (c)  SEVERABILITY.  If one or more  provisions of this Agreement are
held to be unenforceable  under applicable law, the parties agree to renegotiate
such  provision  in good  faith.  In the event that the parties  cannot  reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision  shall be  excluded  from  this  Agreement,  (ii) the  balance  of the
Agreement  shall be  interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.

            (d)  CONSTRUCTION.  This  Agreement  is the  result of  negotiations
between and has been reviewed by each of the parties hereto and their respective
counsel, if any;  accordingly,  this Agreement shall be deemed to be the product
of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.


                                      B-5


            (e) NOTICES.  Any notice  required or  permitted  by this  Agreement
shall be in writing and shall be deemed sufficient when delivered  personally or
sent by telegram or fax or 48 hours after being  deposited in the U.S.  mail, as
certified or registered mail, with postage  prepaid,  and addressed to the party
to be notified  at such  party's  address as set forth below or as  subsequently
modified by written notice.

            (f)  COUNTERPARTS.  This  Agreement  may be  executed in two or more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one instrument.

            (g)  SUCCESSORS  AND  ASSIGNS.  The  rights  and  benefits  of  this
Agreement  shall inure to the benefit of, and be  enforceable  by the  Company's
successors  and assigns.  The rights and  obligations  of  Purchaser  under this
Agreement may only be assigned with the prior written consent of the Company.

            (h) CALIFORNIA  CORPORATE SECURITIES LAW. THE SALE OF THE SECURITIES
WHICH  ARE THE  SUBJECT  OF THIS  AGREEMENT  HAS NOT  BEEN  QUALIFIED  WITH  THE
COMMISSIONER  OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE  CONSIDERATION  THEREFOR
PRIOR TO THE QUALIFICATION IS UNLAWFUL,  UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM   QUALIFICATION  BY  SECTION  25100,  25102  OR  25105  OF  THE  CALIFORNIA
CORPORATIONS  CODE.  THE RIGHTS OF ALL PARTIES TO THIS  AGREEMENT  ARE EXPRESSLY
CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

                            [Signature Page Follows]






      The parties have  executed  this  Agreement as of the date first set forth
above.

                              COMPANY:

                              WORLD WASTE TECHNOLOGIES, INC.



                              By:
                              --------------------------------------------------
                                 Name:
                                 Title:

                                 Address:     13520 Evening Creek Drive North
                                              San Diego, CA 92128


                               PURCHASER:

                              <>




                              --------------------------------------------------
                              Signature


                              --------------------------------------------------
                              Print Name

                              <>
                              <>


                                      B-7



                                     RECEIPT


      World Waste Technologies, Inc. (the "Company") hereby acknowledges receipt
of (check as applicable):

          _____     A check in the amount of $__________

          _____     The   cancellation   of   indebtedness   in  the  amount  of
                    $__________

          _____     Certificate  No.  ____  representing  ______  shares  of the
                    Company's   Common   Stock  with  a  fair  market  value  of
                    $__________

given  by  ____________  as   consideration   for  Certificate  No.  ______  for
___________ shares of Common Stock of the Company.


Dated:
      -----------------------------



                                    WORLD WASTE TECHNOLOGIES, INC.



                                    By:
                                    --------------------------------------------
                                       Name:
                                       Title:

EX-10.5

   v014658_ex10-5

EX-10.7

   v014658_ex10-7

EX-21.1

                                  EXHIBIT 21.1

SUBSIDIARIES OF WORLD WASTE TECHNOLOGIES, INC.

WORLD WASTE TECHNOLOGIES, INC. SUBSIDIARES

As of December 31, 2004

World Waste of America, Inc.

World Waste of Anaheim, Inc.

World Waste of California, Inc.

World Waste Operations, Inc.

EX-31.1

                                  EXHIBIT 31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act.

I, Thomas L. Collins, Chief Executive Officer of World Waste Technologies, Inc.
certifies that:

      1. I have reviewed this report on Form 10-KSB of World Waste Technologies,
Inc.;

      2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the periods covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

      4. The issuer's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

            (a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

            (b) evaluated the effectiveness of the issuer's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

            (c) disclosed in this report any change in the issuer's internal
control over financial reporting that occurred during the issuer's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the issuer's internal control over financial reporting; and

      5. The issuer's other certifying officer and I have disclosed, based on
our most recent evaluation, to the issuer's auditors and the audit committee of
issuer's board of directors (or persons performing the equivalent functions):

            (a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the issuer's ability to record, process,
summarize and report financial information; and

            (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the issuer's internal control
over financial reporting.

Date: March 31, 2005                   /s/ Thomas L. Collins
                                       -----------------------------------------
                                       Name: Thomas L. Collins
                                       Title: Chief Executive Officer

EX-32.2

                                  EXHIBIT 31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the of
the Sarbanes-Oxley Act.

I, David A. Rane, Chief Financial Officer of World Waste Technologies, Inc.
certifies that:

      1. I have reviewed this report on Form 10-KSB of World Waste Technologies,
Inc.;

      2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the periods covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

      4. The issuer's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

            (a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

            (b) evaluated the effectiveness of the issuer's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

            (c) disclosed in this report any change in the issuer's internal
control over financial reporting that occurred during the issuer's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the issuer's internal control over financial reporting; and

      5. The issuer's other certifying officer and I have disclosed, based on
our most recent evaluation, to the issuer's auditors and the audit committee of
issuer's board of directors (or persons performing the equivalent functions):

            (a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the issuer's ability to record, process,
summarize and report financial information; and

            (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the issuer's internal control
over financial reporting.

Date: March 31, 2005                   /s/ David A. Rane
                                       -----------------------------------------
                                       Name: David A. Rane
                                       Title: Chief Financial Officer

EX-32.1

                                  EXHIBIT 32.1

                  CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

      Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of World Waste Technologies,
Inc. (the "Company") hereby certifies that based on his knowledge:

                  (i) the Annual Report on Form 10-KSB of the Company for the
            fiscal year ended December 31, 2005 (the "Report") fully complies
            with the requirements of Section 13(a) or Section 15(d), as
            applicable, of the Securities Exchange Act of 1934, as amended; and

                  (ii) the information contained in the Report fairly presents,
            in all material respects, the financial condition and results of
            operations of the Company as of and for the periods covered by this
            report.

Date: March 31, 2005                   /s/ Thomas L. Collins
                                       -----------------------------------------
                                       Name: Thomas L. Collins
                                       Title: Chief Executive Officer

      A signed original of this written statement required by Section 906 has
been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request. The
foregoing certification is being furnished to the Securities and Exchange
Commission as an exhibit to the Form 10-KSB and shall not be considered filed as
part of the Form 10-KSB.

EX-32.2

                                  EXHIBIT 32.2

                  CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

      Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of World Waste Technologies,
Inc. (the "Company") hereby certifies that based on his knowledge:

                  (i) the Annual Report on Form 10-KSB of the Company for the
            fiscal year ended December 31, 2005 (the "Report") fully complies
            with the requirements of Section 13(a) or Section 15(d), as
            applicable, of the Securities Exchange Act of 1934, as amended; and

                  (ii) the information contained in the Report fairly presents,
            in all material respects, the financial condition and results of
            operations of the Company as of and for the periods covered by this
            report.

Date: March 31, 2005                   /s/ David A. Rane
                                       -----------------------------------------
                                       Name: David A. Rane
                                       Title: Chief Financial Officer

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request. The foregoing
certification is being furnished to the Securities and Exchange Commission as an
exhibit to the Form 10-KSB and shall not be considered filed as part of the Form
10-KSB.