WORLD WASTE TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>v017490_ex10-3.txt
<TEXT>

                                                                    Exhibit 10.3

                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this  "Agreement"),  dated as of April
28, 2005, by and among World Waste Technologies, Inc., a California corporation
(the "Company"),  Trellus Offshore Fund Limited,  a Cayman Islands  corporation,
Trellus Partners,  LP, a Delaware limited partnership,  and Trellus Partners II,
LP, a Delaware limited partnership  (collectively,  "Trellus"),  the individuals
and entities,  if any, set forth on Exhibit A hereto (together with Trellus, the
"Series A  Holders"),  and the  individuals  and entities set forth on Exhibit B
hereto (the "Insiders," and, together with the Series A Holders, the "Holders").

      Reference  is made to that  certain  Securities  Purchase  Agreement  (the
"Purchase  Agreement")  dated the date  hereof by and among the  Company and the
Series A Holders  pursuant to which the Series A Holders have agreed to purchase
an aggregate of up to 6,000,000  shares of the  Company's 8% Series A Cumulative
Redeemable  Convertible  Preferred  Stock  (the  "Series  A  Preferred  Stock"),
together  with  warrants to purchase  shares of Common  Stock (the  "Warrants").
Pursuant to the terms of the Series A Preferred Stock, the Series A Holders will
receive shares of Common Stock upon conversion of the Series A Preferred  Stock.
The parties desire to set forth herein their  agreements as to the  registration
rights of each of the Series A Holders  with  respect  to such  shares of Common
Stock and the shares of Common Stock issuable upon exercise of the Warrants,  as
well as to the  registration  rights of each of the  Insiders  with  respect  to
shares of Common  Stock that they  hold.  The  execution  and  delivery  of this
Agreement  is a  condition  to  closing  the  transactions  contemplated  by the
Purchase  Agreement.  Capitalized  terms used herein and not  otherwise  defined
shall have the meanings given to such terms in the Purchase Agreement.

      NOW, THEREFORE,  in consideration of the premises and mutual covenants and
obligations  hereinafter set forth,  the Company and the Holders hereby agree as
follows:

      Section 1. Definitions.

      As used in this  Agreement,  the following  terms shall have the following
meanings:

            (a) "Commission" means the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.

            (b) "Common Stock" means the common stock of the Company.

            (c) "Exchange Act" means the Securities  Exchange Act of 1934 or any
successor  Federal  statute,  and the rules and  regulations  of the  Commission
promulgated thereunder, all as the same shall be in effect from time to time.

            (d)  "Insider  Shares"  means  the  Registrable  Shares  held by the
Insiders.

            (e) "Other  Shares"  means at any time those  shares of Common Stock
which do not constitute Primary Shares or Restricted Shares.


                                       1
<PAGE>

            (f)  "Person"  shall be  construed  broadly  and  shall  include  an
individual,  a  partnership,  a corporation,  a limited  liability  company,  an
association,  a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department,  agency, or political
subdivision thereof).

            (g) "Primary  Shares" means at any time the  authorized but unissued
shares of Common  Stock and shares of Common  Stock  held by the  Company in its
treasury.

            (h)  "Qualified  Public  Offering"  means the sale of the  Company's
Common Stock in a public offering  underwritten by an investment bank reasonably
acceptable to the holders of a majority of the then-outstanding shares of Series
A Preferred Stock, registered under the Securities Act with a per share price to
the public of at least  $5.00 per share (as  adjusted  for any stock  dividends,
combination  or  splits  with  respect  to such  shares)  and for a total  gross
offering  amount of at least $10  million,  other than a  registration  relating
solely  to a  transaction  under  Rule  145  under  the  Securities  Act (or any
successor thereto) or to an employee benefit plan of the Company.

            (i)  "Registrable  Shares"  means at any time,  with  respect to the
Holders,  the  shares of Common  Stock  (including  the  shares of Common  Stock
issuable  upon  conversion  of the Series A Preferred  Stock and exercise of the
Warrants)  held  by or  issuable  to  the  Series  A  Holders  which  constitute
Restricted  Shares and the shares of Common  Stock  held by the  Insiders  which
constitute Restricted Shares.

            (j) "Restricted  Shares" means (i) shares of Common Stock held by or
issuable to the Series A Holders,  including shares issuable upon the conversion
of shares of Series A Preferred  Stock and exercise of the Warrants or issued to
a Series A Holder pursuant to the terms thereof and any other  securities  which
by their terms are  exercisable or exchangeable  for or convertible  into Common
Stock or other  securities  which  are so  exercisable  or  convertible  and any
securities received in respect thereof,  which are held by the Series A Holders;
and (ii)  Insiders  Shares  and any other  securities  which by their  terms are
exercisable  or  exchangeable  for or  convertible  into  Common  Stock or other
securities  which are so exercisable or convertible and any securities  received
in  respect  thereof,  which  are  held by the  Insiders.  As to any  particular
Restricted  Shares,  once  issued,  such  Restricted  Shares  shall  cease to be
Restricted  Shares when (i) they have been registered  under the Securities Act,
the registration  statement in connection  therewith has been declared effective
and  they  have  been  disposed  of  pursuant  to  such  effective  registration
statement,  (ii) they are  eligible to be sold or  distributed  pursuant to Rule
144(k)  of  the  Securities  Act  without  notice,  manner  of  sale  or  volume
limitations, or (iii) they shall have ceased to be outstanding.

            (k) "Securities Act" means the Securities Act of 1933, as amended or
any successor  Federal statute,  and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.

      Section 2. Registration.

      The Company shall use commercially reasonable efforts to prepare and file,
on or prior to July 28, 2005, a registration statement with the Commission under
the Securities Act covering the resale of the Registrable  Shares, to cause such
registration  statement to be declared  effective  under the  Securities  Act as
promptly  as  possible  thereafter  and  thereafter  to keep  such  registration
statement  effective until such time as all Restricted Shares beneficially owned
by Trellus or any other Series A Holder shall have been sold pursuant thereto or
such shares no longer constitute  Restricted Shares and all restrictive  legends
and any stop transfer instructions relating thereto have been removed therefrom,
from this Agreement, the Purchase Agreement and the Warrants.


                                       2
<PAGE>

      Notwithstanding the foregoing:

            (a)  the  Company  shall  not  be  obligated  to  use   commercially
reasonable  efforts  to file and  cause to  become  effective  (i) more than one
registration  statement, or (ii) any registration statement during any period in
which any other registration statement (other than on Form S-8 promulgated under
the  Securities Act or any successor  forms  thereto)  pursuant to which Primary
Shares  are to be or were  sold has been  filed  and not  withdrawn  or has been
declared  effective  within the prior ninety (90) days provided,  however,  that
notwithstanding the forgoing, once the registration statement referred to in the
first paragraph of this Section 2 shall have become  effective the Company shall
use commercially  reasonable  efforts to amend and supplement such  registration
statement as may be necessary to maintain the effectiveness thereof;

            (b) the  Company  may  delay  the  filing  or  effectiveness  of any
registration  statement  or  suspend  the  sale  of  Restricted  Shares  under a
registration statement pursuant to this Section 2 if (i) the Company is engaged,
or has  fixed  plans  to  engage  within  ninety  (90)  days of the time of such
request,  in a Qualified  Public  Offering of Primary  Shares,  or (ii) there is
material non-public  information regarding the Company which the Company's Board
of Directors (the "Board") reasonably determines not to be in the Company's best
interest  to  disclose  and which  the  Company  is not  otherwise  required  to
disclose, or (iii) there is a significant business opportunity  (including,  but
not limited to, the  acquisition  or  disposition  of assets  (other than in the
ordinary course of business) or any merger, consolidation, tender offer or other
similar  transaction)  available  to the  Company  which  the  Board  reasonably
determines  not to be in the  Company's  best  interest  to  disclose  which the
Company is not  otherwise  required to disclose  and which the Company  would be
required  to  disclose  under the  registration  statement,  or (iv) the Company
reasonably  determines that such  registration and offering would interfere with
any material  transaction  involving  the  Company,  as approved by the Board or
would impair in any manner the  registration  rights granted to holders of Other
Shares prior to the date of this Agreement provided, however, that no such delay
or suspension  shall exceed 30 days and all delays and  suspensions  pursuant to
this paragraph (b) shall not exceed 90 days in any 360 day period;

            (c) with respect to the registration pursuant to this Section 2, the
Company shall give notice of such  registration  to the Insiders and the holders
of all Other Shares which are  entitled to  registration  rights under a written
agreement with the Company that would permit such holders to be included in such
registration,  and the Company may include in such  registration any shares held
by such  holders,  as well as Primary  Shares,  provided  that,  notwithstanding
anything  to the  contrary  in this  Agreement,  as between  the Company and the
Series A Holders,  any additional cost of including any such shares shall be the
responsibility  of the Company;  and  provided,  further,  however,  that if the
method of disposition selected by the Series A Holders is an underwritten public
offering and the managing  underwriter of such offering advises the Company that
the inclusion of all shares proposed to be included in such  registration  would
interfere with the successful  marketing  (including  pricing) of the Restricted
Shares proposed to be included in such  registration,  then the number of shares
proposed to be included in such registration  shall be included in the following
order:


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<PAGE>

                  (i) first, the Registrable Shares held by the Series A Holders
(or, if necessary, such Registrable Shares pro rata among the holders thereof);

                  (ii)   second,   the  Other   Shares  which  are  entitled  to
registration rights;

                  (iii) third, Primary Shares; and

                  (iv) fourth, the Insider Shares;

            (d)  Without the consent of a majority in interest of the Holders of
Registrable Shares  participating in a registration  referred to in this Section
2, no securities other than Registrable Shares held by Series A Holders shall be
covered by such  registration  if the inclusion of such other  securities  would
result in a  reduction  of the  number of  Registrable  Shares  covered  by such
registration  or  included  in any  underwriting  or if, in the  opinion  of the
managing  underwriter,  the inclusion of such other  securities  would adversely
impact the marketing of such offering;

            (e) if the method of  disposition  requested by the Series A Holders
is an underwritten public offering, the Company shall have the right approve the
underwriters  of such  offering  as  designated  by the Series A  Holders,  such
approval  not to be  unreasonably  withheld  (it being agreed that a regional or
nationally recognized investment bank shall be acceptable to the Company); and

            (f)  at  any  time  before  the  registration   statement   covering
Restricted  Shares  becomes  effective,  the Series A Holders  may  request  the
Company to withdraw or not to file the registration statement. In order to count
as the registration to be effected  pursuant to this Section 2, the registration
statement in respect  thereof must have not been  withdrawn and all  Registrable
Shares  held by Series A Holders  must have  been so  included  on an  effective
registration  statement.  Notwithstanding  the foregoing,  if such withdrawal or
failure  to  include  such  shares  shall  not have been  caused  by, or made in
response to, a Material Adverse Effect,  the Series A Holders shall be deemed to
have used their  registration  rights under this Agreement and the Company shall
no longer be obligated to register such Restricted Shares.

      Section 3. Piggyback Registration.

      If the  Company  at any time  proposes  for any reason to  register  Other
Shares under the  Securities  Act, the Company shall give written  notice to the
holders of Registrable Shares of its intention to file a registration  statement
at least ten (10) days before the initial filing of such registration  statement
and, upon the written request, delivered to the Company within fifteen (15) days
after delivery of any such notice by the Company,  of such Holders to include in
such registration statement any of their Registrable Shares (which request shall
specify  the  number of  Registrable  Shares  proposed  to be  included  in such
registration  and shall state that such  holder of such  shares  desires to sell
such  shares  in  the  public  securities   markets),   the  Company  shall  use
commercially  reasonable  efforts  to cause  all such  Registrable  Shares to be
included in such registration  statement on the same terms and conditions as the
securities otherwise being sold in such registration; provided, however, that if
the  method  of  disposition  selected  by the  holders  of Other  Shares  is an
underwritten  public  offering and the  managing  underwriter  of such  offering
advises  that the  inclusion  of all  Registrable  Shares  and/or  Other  Shares
proposed to be included in such registration would interfere with the successful
marketing  (including  pricing)  of the shares  proposed  to be included in such
registration,  then the number of Insider  Shares,  Registrable  Shares,  and/or
Other Shares proposed to be included in such  registration  shall be included in
the following order:


                                       4
<PAGE>

                  (i) first, the Other Shares which are entitled to registration
rights;

                  (ii)  second,  the  Registrable  Shares  held by the  Series A
Holders  that have been  requested to be included in such  registration  (or, if
necessary, such Registrable Shares pro rata among the holders thereof based upon
the  number  of  Registrable  Shares  requested  to be  registered  by each such
holder); and

                  (iii) third, the Insider Shares that have been requested to be
included in such  registration  (or, if necessary,  such Insider Shares pro rata
among the holders  thereof based upon the number of Insider Shares  requested to
be registered by each such holder).

      Notwithstanding  the foregoing,  no holder of Series A Preferred Stock may
include its shares on any such  registration  statement  unless  approved by the
holders of at least a majority of the shares of Series A Preferred Stock sold at
the Closing.

      Section 4. Preparation and Filing.

      If and  whenever  the  Company  is under  an  obligation  pursuant  to the
provisions of this Agreement to use  commercially  reasonable  efforts to effect
the registration of any Restricted Shares, the Company shall:

            (a)  subject  to the  provisions  of  Section  2,  use  commercially
reasonable  efforts  to  cause a  registration  statement  that  registers  such
Restricted  Shares to become and remain  effective  until all of such Restricted
Shares have been disposed of or the such shares are no longer Restricted Shares;

            (b)  furnish,   at  least  five   business   days  before  filing  a
registration  statement  that  registers such  Restricted  Shares,  a prospectus
relating   thereto  or  any  amendments  or  supplements   relating  to  such  a
registration  statement or prospectus,  to one counsel  selected by the Series A
Holders, on behalf of the Series A Holders (the "Holders' Counsel"),  and copies
of all such  documents  proposed  to be filed  (it  being  understood  that such
five-business-day  period  need  not  apply  to  successive  drafts  of the same
document  proposed to be filed so long as such successive drafts are supplied to
the Holders'  Counsel in advance of the proposed filing by a period of time that
is customary and reasonable under the circumstances);


                                       5
<PAGE>

            (c)  prepare  and  file  with the  Commission  such  amendments  and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective for
the period set forth  above in (a) or until all of such  Restricted  Shares have
been  disposed  of (if  earlier)  and  to  comply  with  the  provisions  of the
Securities Act with respect to the sale or other  disposition of such Restricted
Shares;

            (d) notify in  writing  the  Holders'  Counsel  promptly  (i) of the
receipt by the Company of any  notification  with respect to any comments by the
Commission  with respect to such  registration  statement or  prospectus  or any
amendment  or  supplement  thereto  or any  request  by the  Commission  for the
amending or  supplementing  thereof or for additional  information  with respect
thereto,  (ii)  of the  effectiveness  of  such  registration  statement  or any
post-effective  amendment  thereto,  (iii) of the  receipt by the Company of any
notification  with respect to the issuance by the  Commission  of any stop order
suspending the effectiveness of such registration statement or prospectus or any
amendment  or  supplement  thereto  or  the  initiation  or  threatening  of any
proceeding  for that  purpose  and (iv) of the  receipt  by the  Company  of any
notification  with  respect  to the  suspension  of the  qualification  of  such
Restricted  Shares for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purposes;

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

            (f) use commercially  reasonable efforts to register or qualify such
Restricted  Shares  under  such  other  securities  or  blue  sky  laws  of such
jurisdictions as the Holders  reasonably  requests and do any and all other acts
and things which may be reasonably  necessary or advisable to enable the Holders
to consummate the  disposition in such  jurisdictions  of the Restricted  Shares
owned by the Holders;  provided,  however, that the Company will not be required
to qualify  generally  to do  business,  subject  itself to general  taxation or
consent to general  service  of process in any  jurisdiction  where it would not
otherwise be required to do so but for this paragraph;

            (g) furnish to the  Holders at least one signed and such  additional
number  of copies  of such  registration  statement  and of each  amendment  and
supplement thereto (in each case including all exhibits),  such number of copies
of the  prospectus,  including a preliminary  prospectus,  if any, in conformity
with the  requirements  of the Securities  Act, and such other  documents as the
Holders may  reasonably  request in order to facilitate the public sale or other
disposition of such Restricted Shares;

            (h)  notify  the  Holders  on a  timely  basis  at any  time  when a
prospectus  relating to such Restricted Shares is required to be delivered under
the  Securities  Act,  of the  happening  of any  event as a result of which the
prospectus included in such registration  statement, as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in light of the  circumstances  then existing and prepare and furnish
to the Holders a reasonable  number of copies of a supplement to or an amendment
of such  registration  statement or  prospectus  as may be necessary so that, as
thereafter  delivered to the offerees of such shares,  such prospectus shall not
include an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading;


                                       6
<PAGE>

            (i) in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting  agreement, in usual and customary
form, with the managing underwriter of such offering;

            (j) furnish to any Holder on the date that such  Registrable  Shares
are delivered to the  underwriters  for sale in connection  with a  registration
pursuant  to  this  Agreement,   if  such  securities  are  being  sold  through
underwriters, or, if such securities are not being sold through underwriters, on
the date that the registration statement with respect to such securities becomes
effective,  an opinion, dated such date, of the counsel representing the Company
for the purposes of such  registration,  in form and substance as is customarily
given to  underwriters  in an  underwritten  public  offering,  addressed to the
underwriters, if any, and to the Holders;

            (k) on the date that the registration statement with respect to such
securities  becomes effective,  use commercially  reasonable efforts to obtain a
"comfort"  letter  dated  such  date,  from  the  independent  certified  public
accountants  of the Company,  in form and substance as is  customarily  given by
independent  certified  public  accountants to  underwriters  in an underwritten
public offering, addressed to the underwriters, if any, and to the Holders, and,
if such securities are being sold through underwriters,  a reaffirmation of such
letter  on the date  that  such  Registrable  Securities  are  delivered  to the
underwriters for sale;

            (l)  as  soon  as  practicable  after  the  effective  date  of  the
registration statement,  and in any event within sixteen (16) months thereafter,
have "made generally  available to its security  holders" (within the meaning of
Rule 158 under the  Securities  Act) an  earning  statement  (which  need not be
audited)  covering a period of at least twelve (12) months  beginning  after the
effective  date of the  registration  statement  and  otherwise  complying  with
Section 11(a) of the Securities Act;

            (m)  provide a  transfer  agent and  registrar  for all  Registrable
Securities  registered  pursuant  hereunder  and a CUSIP  number  for  all  such
Registrable  Securities,  in each case not later than the effective date of such
registration  and provide  the  transfer  agent with  printed  certificates  for
Registrable  Shares in a form  eligible  for deposit with The  Depositary  Trust
Company.

            (n) make available for inspection by a representative of the holders
of  a  majority  in  number  of  the  Registrable  Securities,  any  underwriter
participating in any disposition  pursuant to such Registration  Statement,  and
one  firm of  attorneys  or  accountants  retained  by each of the  sellers  and
underwriter all financial and other records,  pertinent  corporate documents and
properties  of the Company,  and cause the  Company's  officers,  directors  and
employees  to  supply  all   information   reasonably   requested  by  any  such
representative,  underwriter,  attorney or  accountant  in  connection  with the
registration,  with  respect to each at such time or times as the Company  shall
reasonably  determine;  subject to  reasonable  restrictions  and  agreements to
safeguard the confidentiality of confidential information;


                                       7
<PAGE>

            (o) cooperate and assist in any filings required to be made with the
NASD  and  in  the  performance  of  any  due  diligence  investigation  by  any
underwriter (including any "qualified independent  underwriter" that is required
to be retained in accordance with the rules and regulations of the NASD);

            (p) provide a transfer  agent and  registrar  (which may be the same
entity and which may be the Company) for such Restricted Shares;

            (q) issue to any  underwriter  to which  the  Holders  holding  such
Restricted Shares may sell shares in such offering certificates  evidencing such
Restricted Shares;

            (r) list such Restricted Shares on any national  securities exchange
on which any  shares of the Common  Stock are listed or, if the Common  Stock is
not  listed on a  national  securities  exchange,  use  commercially  reasonable
efforts  to  qualify  such  Restricted  Shares for  inclusion  on the  automated
quotation system of the National  Association of Securities  Dealers,  Inc. (the
"NASD") or the OTC Bulletin Board; and

            (s) use  commercially  reasonable  efforts  to take all other  steps
necessary to effect the  registration  of such  Restricted  Shares  contemplated
hereby in accordance with the provisions of Section 2 hereof.

      Each holder of the Restricted Shares,  upon receipt of any notice from the
Company  of any  event of the kind  described  in  Section  4(h)  hereof,  shall
forthwith  discontinue  disposition  of the  Restricted  Shares  pursuant to the
registration  statement  covering  such  Restricted  Shares until such  Holder's
receipt of the copies of the supplemented or amended  registration  statement or
prospectus  contemplated  by Section  4(h)  hereof,  and,  if so directed by the
Company, such Holder shall deliver to the Company (at the Company's expense) all
copies,  other than permanent file copies then in such Holder's  possession,  of
the prospectus  covering such  Restricted  Shares at the time of receipt of such
notice. No Series A Holder  participating in such underwriting shall be required
to make any representations,  warranties or indemnities except as they relate to
such Holder's  ownership of shares and authority to enter into the  underwriting
agreement  and to  such  Holder's  intended  method  of  distribution,  and  the
liability of such Holder shall be limited to an amount equal to the net proceeds
from the offering received by such Holder.

      Section 5. Expenses.

      All  expenses  incurred  by the  Company  in  complying  with  Section  4,
including,  without limitation,  all registration and filing fees (including all
expenses  incident to filing with the NASD), fees and expenses of complying with
securities  and blue sky  laws,  printing  expenses,  fees and  expenses  of the
Company's  counsel and accountants,  and the reasonable fees and expenses of the
Holders' Counsel, shall be paid by the Company.

      Section 6. Indemnification.

            (a) In connection  with any  registration  of any Restricted  Shares
under the Securities Act pursuant to this Agreement, the Company shall indemnify
and hold harmless the holders of Restricted Shares, each underwriter,  broker or
any other Person acting on behalf of the holders of  Restricted  Shares and each
other  Person,  if any,  who controls any of the  foregoing  Persons  within the
meaning  of  the  Securities  Act  against  any  losses,   claims,   damages  or
liabilities,  joint or several  (or  actions in respect  thereof)  and costs and
expenses of enforcing this Section 6, to which any of the foregoing  Persons may
become subject under the  Securities  Act or otherwise,  insofar as such losses,
claims,  damages or liabilities (or actions in respect  thereof) arise out of or
are based upon an untrue  statement or allegedly  untrue statement of a material
fact contained in the registration  statement under which such Restricted Shares
were registered  under the Securities  Act, any preliminary  prospectus or final
prospectus  contained  therein  or  otherwise  filed  with the  Commission,  any
amendment or  supplement  thereto or any document  incident to  registration  or
qualification  of any Restricted  Shares,  or arise out of or are based upon the
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or necessary to make the  statements  therein not misleading or,
with  respect to any  prospectus,  necessary to make the  statements  therein in
light of the  circumstances  under which they were made not  misleading,  or any
violation by the Company of the Securities Act or registration thereunder, other
federal securities law or regulation  thereunder or state securities or blue sky
laws  applicable  to the Company and relating to action or inaction  required of
the Company in connection  with such  registration or  qualification  under such
state  securities or blue sky laws; and shall  reimburse  promptly after request
therefor the holders of Restricted Shares, such underwriter, such broker or such
other Person acting on behalf of the holders of Restricted  Shares and each such
controlling Person for any legal or other expenses reasonably incurred by any of
them in connection with investigating or defending any such loss, claim, damage,
liability or action; provided,  however, that the Company shall not be liable in
any such case to the extent  that any such loss,  claim,  damage,  liability  or
action  (including  any legal or other  expenses  incurred)  arises out of or is
based upon an untrue  statement  or  allegedly  untrue  statement or omission or
alleged omission made in said  registration  statement  preliminary  prospectus,
final prospectus,  amendment, supplement or document incident to registration or
qualification  of any Restricted  Shares in reliance upon and in conformity with
information  furnished to the Company by such Holder of Restricted Shares or its
counsel  in  writing  expressly  for use in the  preparation  thereof;  provided
further,  however,  that the  foregoing  indemnity  agreement  is subject to the
condition that, insofar as it relates to any untrue statement,  allegedly untrue
statement,  omission or alleged omission made in any preliminary  prospectus but
eliminated or remedied in the final  prospectus  (filed  pursuant to Rule 424 of
the Securities Act), such indemnity  agreement shall not inure to the benefit of
any Holder from whom the Person asserting any loss, claim, damage,  liability or
expense purchased the Restricted Shares which are the subject thereof, if a copy
of such final  prospectus  had been made  available  to such Holder a reasonable
time prior to the sale of such Restricted Shares by such Holder,  and such final
prospectus  was not  delivered  to such  Person  with or  prior  to the  written
confirmation of the sale of such Restricted Shares to such Person.


                                       8
<PAGE>

            (b) In connection with any  registration of Restricted  Shares under
the Securities Act pursuant to this Agreement,  each Holder of Restricted Shares
shall severally and not jointly  indemnify and hold harmless (in the same manner
and to the same extent as set forth in the  preceding  paragraph of this Section
6) the Company,  each  director of the Company,  each officer of the Company who
shall sign such registration statement, each underwriter, broker or other Person
acting on  behalf of the  holders  of  Restricted  Shares  and each  Person  who
controls any of the foregoing  Persons  within the meaning of the Securities Act
with respect to any statement or omission from such registration statement,  any
preliminary  prospectus or final prospectus contained therein or otherwise filed
with the  Commission,  any  amendment  or  supplement  thereto  or any  document
incident to  registration or  qualification  of any Restricted  Shares,  if such
statement  or  omission  was  made  in  reliance  upon  and in  conformity  with
information  furnished  in writing to the Company or such  underwriter  by or on
behalf of such Holder of Restricted  Shares expressly for use in connection with
the preparation of such registration statement,  preliminary  prospectus,  final
prospectus,  amendment,  supplement  or document;  provided,  however,  that the
maximum amount of liability in respect of such indemnification shall be limited,
in the case of each  Holder,  to an amount  equal to the net  proceeds  actually
received by such Holder from the sale of Restricted  Shares effected pursuant to
such registration.


                                       9
<PAGE>

            (c) Promptly after receipt by an indemnified  party of notice of the
commencement  of any  action  involving  a claim  referred  to in the  preceding
paragraphs of this Section 6, such indemnified party will, if a claim in respect
thereof is made against an indemnifying party, give written notice to the latter
of the  commencement of such action.  In case any such action is brought against
an indemnified  party, the indemnifying party will be entitled to participate in
and to assume the defense  thereof,  jointly with any other  indemnifying  party
similarly  notified  to the extent  that it may wish,  with  counsel  reasonably
satisfactory to such  indemnified  party, and after notice from the indemnifying
party to such  indemnified  party  of its  election  so to  assume  the  defense
thereof,  the indemnifying party shall not be responsible for any legal or other
expenses  subsequently  incurred by the indemnified party in connection with the
defense thereof;  provided,  however,  that if any indemnified  party shall have
reasonably concluded, based upon the advice of counsel, that there may be one or
more legal or equitable  defenses  available to such indemnified party which are
additional to or conflict with those  available to the  indemnifying  party,  or
that such claim or  litigation  involves  or could have an effect  upon  matters
beyond the scope of the  indemnity  agreement  provided  in this  Section 6, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party and such indemnifying  party shall reimburse
such indemnified  party and any Person  controlling  such indemnified  party for
that  portion  of the fees  and  expenses  of any one  counsel  retained  by the
indemnified  party which is  reasonably  related to the  matters  covered by the
indemnity agreement provided in this Section 6.

            (d) If the indemnification provided for in this Section 6 is held by
a court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, claim, damage, liability or action referred to herein, then
the  indemnifying   party,  in  lieu  of  indemnifying  such  indemnified  party
hereunder,  shall  contribute to the amounts paid or payable by such indemnified
party as a result  of such  loss,  claim,  damage,  liability  or action in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party on the one hand and of the  indemnified  party on the other in  connection
with the  statements or omissions  which resulted in such loss,  claim,  damage,
liability or action as well as any other relevant equitable considerations.  The
relative fault of the indemnifying  party and of the indemnified  party shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information  supplied by the indemnifying party or by
the indemnified  party and the parties'  relative intent,  knowledge,  access to
information and opportunity to correct or prevent such statement or omission. No
Person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who  was  not  guilty  of  such  fraudulent  misrepresentation.  Notwithstanding
anything  to the  contrary  in this  Section  6, no  Holder  shall be  required,
pursuant  to this  Section  6, to  contribute  any  amount  in excess of the net
proceeds  received by such Holder from the sale of securities in the offering to
which the losses, claims, damages, liabilities or expenses of the Holder relate.


                                       10
<PAGE>

            (e) The  obligations of the Company and Holders under this Section 6
shall  survive  the  completion  of any  offering  of  Registrable  Shares  in a
registration statement under this Agreement, and otherwise.

            (f) Any indemnity  agreements  contained herein shall be in addition
to any other rights to  indemnification  or  contribution  which any indemnified
party may have  pursuant to law or contract  and shall remain  operative  and in
full force and effect regardless of any  investigation  made or omitted by or on
behalf of any indemnified party.

      Section 7. Lock-up Agreement.

      Notwithstanding any other provisions in this Agreement to the contrary:

            (a) Until the earlier of (i) 90 days following the  conversion  into
Common Stock of at least 50% of the shares of Series A Preferred Stock purchased
at the Closings,  or (ii) 90 days  following  the closing of a Qualified  Public
Offering  (the first to occur of such events  being  referred to as the "Trigger
Event"), each Insider,  individually and not jointly hereby agrees that he shall
not offer, sell,  contract to sell, lend, pledge,  grant any option to purchase,
make any short sale or otherwise  dispose of any shares of Common Stock,  or any
options or warrants to purchase any shares of Common  Stock,  or any  securities
convertible into, exchangeable for or that represent the right to receive shares
of Common  Stock,  whether now owned or  hereinafter  acquired,  owned  directly
(including  holding  as a  custodian)  or  with  respect  to  which  the  he has
beneficial  ownership  within  the  rules  and  regulations  of  the  Commission
(collectively the "Lock-up Shares"), without the prior consent of the holders of
at least a majority of the then-outstanding shares of Series A Preferred Stock.

            (b) Notwithstanding the foregoing, (x) each Insider may transfer (i)
all or any portion of his Lock-up Shares as a bona fide gift or gifts,  provided
that the donee or donees thereof agree to be bound by the restrictions set forth
herein,  (ii) all or any  portion  of his  Lock-up  Shares  to any trust for the
direct  or  indirect  benefit  of the  Insider  or the  immediate  family of the
Insider,  provided  that the  trustee  of the  trust  agrees  to be bound by the
restrictions set forth herein, and provided further that any such transfer shall
not involve a disposition for value,  and (iii) up to the number of shares equal
to 5% of his holdings as of the Closing on each of the  Operational  Date and on
each 12-month  anniversary  of the  Operational  Date (provided that if any such
Insider  does not sell the full 5% on the  Operational  Date or on any  12-month
anniversary thereof, he may carry over the unsold portion to subsequent periods)
and (y)  each of Eddie  Campos  and his  affiliates  (collectively)  and  Darren
Pederson and his  affiliates  (collectively)  may  transfer up to an  additional
25,000 shares at any time. For purposes  hereof,  "immediate  family" shall mean
any  relationship  by blood,  marriage or  adoption,  not more remote than first
cousin.  On the 91st day  following  the Trigger  Event (the "Sale  Date"),  the
provisions  of  Section  7(a)  shall no longer be in  effect,  except  that each
Insider  agrees  that he will  limit his sales in each of the first  four 90 day
periods  following  the Sale Date to that  number of shares as equals 25% of his
holdings as of the Trigger Event.


                                       11
<PAGE>

            (c) Each  Insider  also  agrees  (i) to the  entry of stop  transfer
instructions  with the  Company's  transfer  agent  and  registrar  against  the
transfer  of  the  Lock-up  Shares  except  in  compliance  with  the  foregoing
restrictions  and (ii)  promptly  following  the date  hereof,  to  deliver  the
certificates representing his shares of Common Stock to the Company, whereby the
Company shall imprint a legend on the back of such certificates  referencing the
foregoing  transfer  restriction.  After  taking such  action,  the Company will
re-deliver such certificates to the Insiders as promptly as practicable.

      Section 8. Information by Holder.

      The  Holders  shall  furnish  to  the  Company  such  written  information
regarding  the  Holders  and the  distribution  proposed  by the  Holders as the
Company may reasonably request and as shall be reasonably required in connection
with  any  registration,   qualification  or  compliance  referred  to  in  this
Agreement.

            (a) Reports Under the Exchange Act. With a view to making  available
to the Holders the benefits of Rule 144 under the  Securities  Act and any other
rule or  regulation  of the SEC  that may at any  time  permit a Holder  to sell
securities of the Company to the public without registration, the Company agrees
at all times to:

                  (i) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act;

                  (ii)  file with the SEC in a timely  manner  all  reports  and
other  documents  required  of the  Company  under  the  Securities  Act and the
Exchange Act; and

                  (iii)  furnish to any  Holder,  so long as the Holder owns any
Registrable  Securities,  forthwith upon request (i) a written  statement by the
Company that it has complied with the reporting  requirements  of Rule 144 under
the Securities Act and the Securities Act and Exchange Act (at any time after it
has become  subject to such  reporting  requirements)  or that it qualifies as a
registrant  whose  securities may be resold pursuant to Form S-3 (at any time it
so qualifies),  (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company,  and (iii)
such other information as may be reasonably  requested in availing any Holder of
any  rule or  regulation  of the SEC  which  permits  the  selling  of any  such
securities without registration or pursuant to such form.

      Section 9. Termination.

      This Agreement shall terminate and be of no further force or effect on the
earlier of (i) when there shall no longer be any Restricted  Shares  outstanding
or (ii)  such time as all of such  remaining  Restricted  Shares  may be sold in
accordance with Rule 144 within any consecutive three (3) month period.


                                       12
<PAGE>

      Section 10. Successors and Assigns.

      Subject to the  provisions  of Section 11, this  Agreement  shall bind and
inure  to the  benefit  of the  Company  and  the  Holders  and  the  respective
successors and assigns of the Company and the Holders.

      Section 11. Assignment.

      The  rights  to cause  the  Company  to  register  Registrable  Securities
pursuant  to this  Agreement  may be assigned in whole or in part by a Holder to
one or more of its Affiliates (including, without limitation, in the case of the
Series A Holders,  transfers  between them and to their  respective  members and
partners and any members or partners  thereof) or to one or more  transferees or
assignees of the Registrable Securities owned by such Holder,  provided that (in
each  case)  such  transferee  or  assignee  delivers  to the  Company a written
instrument  by which  such  transferee  or  assignee  agrees  to be bound by the
obligations  imposed on Holders  under this  Agreement  to the same extent as if
such  transferee  or  assignee  was a  party  hereto;  provided,  further,  such
assignment  shall not require  registration  under the Securities Act. Except as
specifically permitted in the preceding sentence, neither this Agreement nor any
Holder's  rights  or  privileges   under  this  Agreement  can  be  assigned  or
transferred  in whole or in part without the prior written  consent of the other
parties.

      Section 12. Series A Holder Lockup.

      Each Holder hereby agrees that such Holder shall not offer, sell, contract
to sell,  lend,  pledge,  grant any option to  purchase,  make any short sale or
otherwise  dispose of any Common Stock (or other securities) of the Company held
by such Holder for a period specified by the  representative of the underwriters
of Common Stock (or other securities) of the Company not to exceed 60 days prior
to,  or one  hundred  eighty  (180)  days  following,  the  effective  date of a
registration  statement of the Company filed under the Securities Act;  provided
that such agreement shall apply only to a Qualified Public Offering.

      Section 13. Entire Agreement.

      This  Agreement  and the other  writings  referred to herein or therein or
delivered  pursuant  hereto or thereto,  contain the entire  agreement among the
Company and the Holders with respect to the subject  matter hereof and supersede
all  prior and  contemporaneous  arrangements  or  understandings  with  respect
thereto.

      Section 14. Notices.

      All notices, requests,  consents and other communications hereunder to any
party shall be deemed to be  sufficient  if  contained  in a written  instrument
delivered  in  Person  or sent  by  facsimile,  nationally-recognized  overnight
courier or first class registered or certified mail,  return receipt  requested,
postage prepaid,  addressed to such party at the address set forth below or such
other  address as may  hereafter be  designated  in writing by such party to the
other parties:


                                       13
<PAGE>

      (i)   if to the Company to:

            World Waste Technologies, Inc.
            13520 Evening Creek Drive
            Suite 130
            San Diego, California 92128
            Telephone:        (858) 391-3400
            Facsimile:        (858) 486-3352
            Attention:        CFO

            with a copy to (which shall not constitute notice):

            Troy & Gould Professional Corporation
            1801 Century Park East, 16th Floor
            Los Angeles, CA
            Facsimile:        (310) 201-4746
            Attention:        Lawrence Schnapp, Esq.

      (ii)  if to the Holders, to the addresses set forth on the signature pages
hereto.

All such notices, requests, consents and other communications shall be deemed to
have  been  delivered  (a) in the  case of  personal  delivery  or  delivery  by
telecopy,  on the  date  of  such  delivery,  (b) in the  case  of  dispatch  by
nationally-recognized overnight courier, on the next business day following such
dispatch  and (c) in the case of mailing,  on the third  business  day after the
posting thereof.

      Section 15. Modifications; Amendments, Waivers.

      The terms and provisions of this Agreement may not be modified or amended,
nor may any  provision  be waived,  except  pursuant to a writing  signed by the
Company,  the holders of at least a majority of the  Registrable  Shares held by
the Series A Holders,  and, with respect to any change to Section 7; the holders
of at least a majority of the Registrable Shares held by the Insiders.

      Section 16. Counterparts; Facsimile Signatures.

      This  Agreement  may be executed in any number of  counterparts,  and each
such counterpart  hereof shall be deemed to be an original  instrument,  but all
such  counterparts  together  shall  constitute  but  one  agreement.  Facsimile
counterpart  signatures to this Agreement  shall be acceptable at the Closing if
the  originally  executed  counterpart is delivered  within a reasonable  period
thereafter.

      Section 17. Severability; Delays and Omissions.

      Whenever possible, each provision of this Agreement will be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision  of this  Agreement  is  held to be  prohibited  by or  invalid  under
applicable  law, such provision  will be ineffective  only to the extent of such
prohibition or invalidity, without invalidating the remainder of this Agreement.
It is agreed that no delay or omission  to exercise  any right,  power or remedy
accruing to the parties shall impair any such right,  power or remedy, nor shall
it be  construed  to  be a  waiver  of  any  such  breach  or  default,  or  any
acquiescence  therein, or of any similar breach or default thereafter occurring;
nor shall any waiver of any  single  breach or default be deemed a waiver of any
other  breach or default  theretofore  or  thereafter  occurring.  It is further
agreed that any waiver,  permit, consent or approval of any kind or character by
a party of any breach or default under this Agreement,  or any waiver by a party
of any  provisions or conditions of this  Agreement must be in writing and shall
be effective only to the extent  specifically  set forth in writing and that all
remedies,  either under this  Agreement,  or by law or  otherwise  afforded to a
party, shall be cumulative and not alternative.


                                       14
<PAGE>

      Section 18. Headings.

      The headings of the various  sections of this Agreement have been inserted
for  convenience  of reference only and shall not be deemed to be a part of this
Agreement.

      Section 19. Governing Law.

      This Agreement  shall be governed by and construed in accordance  with the
laws of the State of New York  applicable to contracts  made and to be performed
wholly therein.

      Section 20.  Submission  to  Jurisdiction;  Waivers.  The Company and each
Purchaser irrevocably agrees that any legal action or proceeding with respect to
this  Agreement or for  recognition  and  enforcement of any judgment in respect
hereof  brought by any other party hereto or its  successors  may be brought and
determined  in the  Supreme  Court of New York for Kings  County or the  federal
district  court in the Southern  District of New York,  and the Company and each
Purchaser  hereby  irrevocably  submits  with  regard  to  any  such  action  or
proceeding   for  itself  and  in  respect  to  its   property,   generally  and
unconditionally,  to the nonexclusive  jurisdiction of the aforesaid courts. The
Company and each Purchaser hereby irrevocably  waives, and agrees not to assert,
by way of motion,  as a defense,  counterclaim  or  otherwise,  in any action or
proceeding with respect to this Agreement,  (a) any claim that is not personally
subject to the jurisdiction of the above-named  courts for any reason other than
the failure to lawfully serve process,  (b) that it or its property is exempt or
immune from  jurisdiction of any such court or from any legal process  commenced
in such courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise),
and (c) to the fullest  extent  permitted by applicable  law, that (i) the suit,
action or proceeding in any such court is brought in an inconvenient forum, (ii)
the venue of such  suit,  action  or  proceeding  is  improper  and  (iii)  this
Agreement,  or the  subject  matter  hereof,  may not be  enforced in or by such
courts.

      Section 21. Waiver of Jury Trial

      EACH OF THE PARTIES HEREBY  IRREVOCABLY  WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION,  PROCEEDING  OR  COUNTERCLAIM  ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER DOCUMENT RELATED HERETO.


                                       15
<PAGE>

         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement to be duly executed on its behalf,  by its  officer(s)  thereunto duly
authorized or for himself, as of the day and year first set forth above.

                                        COMPANY:

                                        WORLD WASTE TECHNOLOGIES, INC.

                                        By: ____________________________________
                                            Name:
                                            Title:

                                        TRELLUS OFFSHORE FUND LIMITED,
                                        a Cayman Islands corporation

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

                                        350 Madison Avenue
                                        New York, NY 10017
                                        Telephone: _____________________________
                                        Facsimile: _____________________________
                                        Attention:       Ryan Schedler

                                        TRELLUS PARTNERS II, LP,
                                        a Delaware limited partnership

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

                                        350 Madison Avenue
                                        New York, NY 10017
                                        Telephone: _____________________________
                                        Facsimile: _____________________________
                                        Attention:         Ryan Schedler


                                       16
<PAGE>

                                        TRELLUS PARTNERS, LP,
                                        a Delaware limited partnership

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

                                        350 Madison Avenue
                                        New York, NY 10017
                                        Telephone: _____________________________
                                        Facsimile: _____________________________
                                        Attention:       Ryan Schedler

                                        INSIDERS:

                                        ________________________________________
                                        Steve Racoosin
                                        Address:

                                        ________________________________________
                                        Thomas L. Collins
                                        Address:

                                        ________________________________________
                                        Trustees Collins Family Trust u/a dated
                                          4/28/88
                                        Address:


                                       17
<PAGE>

                                        ________________________________________
                                        Fred Lundberg
                                        Address:

                                        ________________________________________
                                        David Rane
                                        Address:

                                        ________________________________________
                                        Darren Pederson
                                        Address:

                                        ________________________________________
                                        Eddie Campos
                                        Address:

                                        ________________________________________
                                        The Eddie Campos Family Trust u/d/t
                                          dated June 25, 2000
                                        Address:

                                        ________________________________________
                                        John Pimentel
                                        Address:

                                        ________________________________________
                                        Eric McAfee
                                        Address:


                                       18
<PAGE>

                                        ________________________________________
                                        Laird Cagan
                                        Address:

                                        ________________________________________
                                        John Liviakis
                                        Address:

                                        ________________________________________
                                        Liviakis Financial Communications, Inc.
                                        Address:

                                        ________________________________________
                                        One World Zero Waste
                                        Address:

                                        ________________________________________
                                        Jan-Can LLP
                                        Address:

                                        ________________________________________
                                        Cagan McAfee Capital Partners, LLC
                                        Address:

                                        ________________________________________
                                        P2 Capital, LLC
                                        Address:

                                        ________________________________________
                                        George G. Zabka and Alisa Zabka Peterson
                                          trustee,  u/d/t/
                                          dated 3 July 2004


                                       19
<PAGE>

                                        ________________________________________
                                        Michael Bayes
                                        Address:

                                        ________________________________________
                                        Mark E. Bernhard
                                        Address:


                                       20
<PAGE>

                                    EXHIBIT A

                       [List additional Series A Holders]


                                     A - 1
<PAGE>

                                    Exhibit B

                                 Steve Racoosin
                                Thomas L. Collins
                 Trustees Collins Family Trust u/a dated 4/28/88
                                  Fred Lundberg
                                   David Rane
                                 Darren Pederson
                                  Eddie Campos
             The Eddie Campos Family Trust u/d/t dated June 25, 2000
                                  John Pimentel
                                   Eric McAfee
                                   Laird Cagan
                                  John Liviakis
                     Liviakis Financial Communications, Inc.
                              One World Zero Waste
                                   Jan-Can LP
                       Cagan McAfee Capital Partners, LLC
                                 P2 Capital, LLC
   George G. Zabka and Alisa Zabka Peterson trustees, u/d/t dated 3 July 2004
                                  Michael Bayes
                                Mark E. Bernhard


                                     B - 1
</TEXT>
</DOCUMENT>
