WORLD WASTE TECHNOLOGIES INC
STOCK PURCHASE WARRANT ISSUED TO DON MALLEY
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>14
<FILENAME>exhibit_10-12.txt
<DESCRIPTION>STOCK PURCHASE WARRANT ISSUED TO DON MALLEY
<TEXT>

                                                                  Exhibit 10.12
























































                               Exhibit 10.12 - 1
<PAGE>
                         WORLD WASTE TECHNOLOGIES, INC.
                             Notice of Warrant Grant

         You have been granted the following  Warrant to purchase  shares of the
Common Stock of World Waste Technologies, Inc. (the "Company"):

  Name of Warrant Holder:      Don Malley

  Total Number of Shares:      125,000

  Exercise Price Per Share:    $1.50

  Date of Grant:               June 21, 2004

  Date Exercisable:            Immediately exercisable in full and fully vested.

  Consideration:               The Warrant is being granted in  consideration of
                               the  Holder's  agreement  to amend  that  certain
                               Amended   and   Restated    Technology    License
                               Agreement,  between the Company and  Bio-Products
                               International,  Inc.,  dated  June 21,  2004,  as
                               amended.

  Expiration Date:             June 20, 2011.  This Warrant  expires  earlier if
                               the  Holder's  Service  terminates   earlier,  as
                               provided in Section 1 of the Warrant.

  Service:                     For purposes of this Warrant,  "Service" shall be
                               defined  as  shall   mean   service  as  (i)  any
                               individual  who is a  common-law  employee of the
                               Company,  a  parent  or a  subsidiary,  (ii)  any
                               member  of the Board of  Directors  who is not an
                               employee (iii) or a person who performs bona fide
                               services   for  the   Company,   a  parent  or  a
                               subsidiary as a consultant or advisor,  excluding
                               employees.

By your signature and the signature of the Company's  representative  below, you
and the Company  agree that this  warrant is granted  under and  governed by the
terms and  conditions  of the  Warrant,  which is attached to and made a part of
this document.


Warrant Holder:                       World Waste Technologies, Inc.


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

Date:                                 Title:
     -----------------------                --------------------------

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



                               Exhibit 10.12 - 2
<PAGE>
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE SOLD,  PLEDGED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT
TO RULE 144 OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION
AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

                                              VOID AFTER 11:59 PM JUNE 20, 2011

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

THIS  CERTIFIES  THAT,  Don Malley  ("Holder") is entitled to purchase the above
number  (as   adjusted   pursuant  to  Section  4  hereof)  of  fully  paid  and
non-assessable  shares  of the  Common  Stock  (the  "Shares")  of  World  Waste
Technologies,  Inc., a California corporation (the "Company), having an Exercise
Price as set forth above.

         1. Term and  Expiration.  This Warrant is  exercisable,  in whole or in
            --------------------
part,  prior to its  expiration  at the time or times set forth in the Notice of
Grant above,  after which time the Warrant shall be void.  This Warrant shall in
any event expire on the expiration  date set forth in the Notice of Grant above,
which  date  is 7 years  after  the  Date  of  Grant.  If the  Holder's  Service
terminates for any reason, then this Warrant shall expire on the earliest of the
following  occasions:  (i) The expiration date determined  pursuant to Section 1
hereof; (ii) The date three months after the termination of the Holder's Service
for any reason  other  than  disability;  or (iii) the date 12 months  after the
termination of the Holder's  Service by reason of disability.  In the event that
the Holder dies after  termination  of Service but before the expiration of this
Warrant,  all or part of this Warrant may be exercised  (prior to expiration) by
the executors or  administrators of the Holder's estate or by any person who has
acquired  this  Warrant  directly  from the Holder by  beneficiary  designation,
bequest or  inheritance,  but only to the extent  that this  Warrant  had become
exercisable before the Holder's Service  terminated.  For any purpose under this
Warrant,  Service shall be deemed to continue while the Holder is on a bona fide
leave of  absence,  if such leave was  approved by the Company in writing and if
continued  crediting of Service for such  purpose is  expressly  required by the
terms of such leave or by applicable law (as determined by the Company).

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

                               Exhibit 10.12 - 3
<PAGE>
         3.  Exercise  Price.  The  Exercise  Price at which this Warrant may be
             ---------------
exercised  shall be the  Initial  Exercise  Price as set forth in the  Notice of
Grant above, as adjusted from time to time for stock splits,  reclassifications,
combinations and the like.

         4. [Reserved.]

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

         6. Cash-less Exercise. In lieu of exercising this Warrant for cash, the
            ------------------
Holder may elect to exchange  this Warrant for Shares equal to the value of this
Warrant,  in whole or in part, by surrender of this Warrant, in whole or in part
as the case may be,  together  with notice of such  election,  at the  principal
office of the Company.

         7. No Retention Rights.  Nothing in this Agreement or in the Plan shall
            -------------------
confer  upon the  Holder  any right to  continue  in  service  for any period of
specific duration or interfere with or otherwise  restrict in any way the rights
of the  Company  (or  any  Parent  or  Subsidiary  employing  or  retaining  the
Purchaser) or of the Holder, which rights are hereby expressly reserved by each,
to terminate his or her service at any time and for any reason,  with or without
cause.

         8. Successors And Assigns.  Except as otherwise  expressly  provided to
            ----------------------
the contrary,  the provisions of this Warrant shall inure to the benefit of, and
be binding upon,  the Company and its successors and assigns and be binding upon
the  Holder  and  the   Holder's   legal   representatives,   heirs,   legatees,
distributees,  assigns and  transferees by operation of law,  whether or not any
such  person  has become a party to this  Agreement  or has agreed in writing to
join herein and to be bound by the terms,  conditions and  restrictions  hereof.
Notwithstanding  anything  contained  herein to the contrary,  Holder may assign
this Warrant to M&M Consulting, Inc.

         9. Tax Consequences. The grant, exercise, acquisition or disposition of
            ----------------
the Shares may result in adverse tax  consequences.  The Holder  should  consult
with his or her tax advisor to determine the tax  consequences  of the granting,
exercising, acquiring or disposing of the Purchased Shares.

         10. Legends.  All certificates  issued pursuant to the exercise of this
             -------
Warrant evidencing Shares shall bear the following legends:



                               Exhibit 10.12 - 4
<PAGE>
             "THE  SHARES  REPRESENTED  HEREBY MAY NOT BE SOLD,  ASSIGNED,
             TRANSFERRED,  ENCUMBERED OR IN ANY MANNER  DISPOSED OF, EXCEPT
             IN COMPLIANCE  WITH THE TERMS OF A WRITTEN  AGREEMENT  BETWEEN
             THE  COMPANY AND THE  REGISTERED  HOLDER OF THE SHARES (OR THE
             PREDECESSOR  IN INTEREST TO THE SHARES).  THE SECRETARY OF THE
             COMPANY  WILL  UPON  WRITTEN  REQUEST  FURNISH  A COPY OF SUCH
             AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE."

             "THE SHARES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
             THE SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE SOLD,
             PLEDGED,   OR  OTHERWISE   TRANSFERRED  WITHOUT  AN  EFFECTIVE
             REGISTRATION  THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
             SATISFACTORY  TO  THE  COMPANY  AND  ITS  COUNSEL,  THAT  SUCH
             REGISTRATION IS NOT REQUIRED."

         If  required by the  authorities  of any state in  connection  with the
issuance of the Shares, the legend or legends required by such state authorities
shall also be endorsed on all such certificates.

         11. Waivers and Amendments.  Any term of this Warrant may be amended or
             ----------------------
waived with the written consent of the Company and the Holder. No waivers of, or
exceptions to, any term,  condition or provision of this Warrant,  in any one or
more instances,  shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition or provision.

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











                               Exhibit 10.12 - 5
<PAGE>
                               NOTICE OF EXERCISE

TO:     WORLD WASTE TECHNOLOGIES, INC.


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

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

         3. In connection  with the purchase of the  above-listed  Common Stock,
the undersigned hereby submits an executed Investment  Representation  Statement
as attached hereto.

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




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

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

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

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

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

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

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




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



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



                               Exhibit 10.12 - 6
<PAGE>
                      INVESTMENT REPRESENTATION STATEMENT


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

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

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

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

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

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

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


                               Exhibit 10.12 - 7
<PAGE>

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




Date:  ________________________   _________________________________________
                                          Purchaser








































                               Exhibit 10.12 - 8

</TEXT>
</DOCUMENT>
