WORLD WASTE TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>v017490_ex10-4.txt
<TEXT>

                                                                    Exhibit 10.4

April 28, 2005

Thomas L. Collins
13205 Vinter Way
Poway, CA. 92064

Re:      Employment Agreement

Dear Mr. Collins:

      This  employment  agreement  (this  "Agreement")  sets forth the terms and
conditions  of  your  employment  with  World  Waste  Technologies,   Inc.  (the
"Company").  Unless otherwise set forth in this Agreement,  you acknowledge that
your employment with the Company is "at-will".

Duties:           You agree to serve the Company as its Chief Executive Officer.
                  You agree to perform such duties as are customarily  performed
                  by  chief  executive  officers  of  companies  similar  to the
                  Company and such other duties as are specified by the Board of
                  Directors.  Notwithstanding the foregoing,  you shall not take
                  any of the  actions  set forth on  Schedule  I hereto  without
                  obtaining  the  prior   written   approval  of  the  Board  of
                  Directors.  So long as you remain employed by the Company, you
                  will  devote  full  time to,  and use  your  best  efforts  to
                  advance,  the business  and welfare of the Company.  You shall
                  report directly to the Board of Directors.

Status:           Exempt.

Effective Date:   April 28, 2005.

Base Salary:      $224,000 per  year  payable  biweekly  and  subject to payroll
                  deductions  as may be necessary or customary in respect of the
                  Company's salaried employees in general.

Bonus:            You shall be entitled to bonuses as deemed  appropriate by the
                  Board of Directors.  You shall also be entitled to participate
                  in all annual bonus, incentive,  savings and retirement plans,
                  practices,  policies and programs applicable  generally to the
                  Company's executive  officers,  in each case at the discretion
                  of the Board of Directors.

Vacation:         You shall be entitled to three (3) weeks paid vacation  during
                  each  12-month  period  that you are  employed  by the Company
                  pursuant to the terms of this Agreement. Vacation shall accrue
                  biweekly on a pro-rata basis.  Accrued  vacation cannot exceed
                  six (6) weeks.  Vacation shall not accrue in excess of six (6)
                  weeks.  Any  unused  pro-rata  portion  of  your  annual  paid
                  vacation  shall be paid to you upon  termination of employment
                  for any reason.  It is understood  that as of the date of this
                  Agreement you have three (3) weeks accrued.


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Severance:        Upon the  termination  of this  Agreement  by the  Company for
                  other than "good  cause",  or upon your  resignation  from the
                  Company for "good  reason" and subject to you entering  into a
                  severance  agreement as per the terms and  conditions  hereof:
                  the Company shall, for a period of twelve (12) months, (a) pay
                  to you in monthly  installments,  as severance  pay, your full
                  salary that you were  receiving as of the time of  termination
                  of this  Agreement  and (b)  provide  you the  same  level  of
                  benefits you were  receiving as of the time of  termination of
                  this Agreement, unless otherwise required by law.

Benefits:         You shall be entitled to such benefits provided by the Company
                  to its other executive officers.

Equity:           You were previously  granted  1,050,000 shares of common stock
                  and a warrant to acquire up to an additional 100,000 shares of
                  common stock.  The terms of the foregoing  equity grants shall
                  remain  in  effect  provided,   however  that  the  terms  and
                  definitions  relating  to Change in  Control  and  Involuntary
                  Termination in the Company's 2004 Stock Option Plan shall also
                  apply to your warrant.

Termination  Because of Disability.  If, at the end of any calendar month during
the term of this Agreement, you are and have been for three (3) consecutive full
calendar  months then ending,  or for thirty percent (30%) or more of the normal
working  days  during the twelve  (12)  consecutive  full  calendar  months then
ending,  unable due to mental or  physical  illness or injury to perform  duties
under this  Agreement in the normal and regular  manner,  this  Agreement may be
terminated by the Board of  Directors;  however,  the salary  provisions of this
Agreement shall continue for twelve (12) months thereafter.

Termination on Death. If you die during the term of this  Agreement,  the salary
provisions of this Agreement shall continue for twelve (12) months thereafter to
the benefit of your estate.  The Company,  will have the option of  purchasing a
life insurance  policy on you in an amount  comparable to your annual salary and
payable to your estate.

Proprietary  Information  Agreement,  Insider Trading Policy and Code of Ethics.
You will be required to sign and abide by the terms of the attached  proprietary
information  agreement,  insider  trading  policy and code of ethics,  which are
incorporated  into this  agreement  by  reference  as Exhibit  A,  Exhibit B and
Exhibit C, respectively.

Termination  for  Good  Cause.  Your  employment  under  this  Agreement  may be
terminated  immediately  by the  Company  for  "good  cause"  upon ten (10) days
advance written notice  specifying the reasons for such  termination.  You shall
have ten (10)  days  from the date  such  notice  is given in which to cure such
cause (if and to the extent such cause is capable of being  cured).  Absent such
cure within the cure period, your employment shall be deemed terminated for good
cause on the  expiration  of such ten (10) day period.  The term "good cause" is
defined as any one or more of the following occurrences:


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      (I)   Negligence  or a material  violation by you of any duty or any other
            material or repetitive misconduct or failure on your part;

      (II)  Your  conviction by, or entry of a plea of guilty or nolo contendere
            in,  a court of  competent  and  final  jurisdiction  for any  crime
            punishable by imprisonment in the jurisdiction involved;

      (III) Your  commission  of an act of fraud,  prior to or subsequent to the
            date of this Agreement, upon the Company; or

      (IV)  Failure to execute and deliver to the  Company  any  document(s)  as
            requested  by the Board of  Directors  and which are required by all
            employees of the Company.

Resignation  for Good Reason.  You have the right to terminate  your  employment
under this  Agreement  in the event (i) there is a  reduction  in, or failure to
pay, your salary or any other payments or benefits due to you  hereunder,  after
receipt by the Company of written notice from you giving the Company at least 30
days in which to cure such  reduction  or failure;  (ii) the  Company  commits a
material  breach  of any of the  terms of this  Agreement,  provided  that  with
respect to any breach  capable of being cured,  only if such breach is not cured
within 30 days of receipt by the Company of written  notice from you;  (iii) the
Company has filed for bankruptcy or is adjudged  insolvent or has failed to make
payments to creditors when due; (iv) you are required to perform  services under
this Agreement at a location which is more than seventy-five (75) miles from the
your current  principal  work site  (provided  that you may from time to time be
required to travel  temporarily to other locations);  or(v) a material change in
your  title  or  responsibilities  as  described  in this  Agreement.  Any  such
termination shall be referred to as a resignation for good reason.

      Nothing in this section or the  availability of termination by the Company
for good cause or your  resignation  for good  reason is  intended  to alter the
at-will  status of  employment  with the Company.  Either you or the Company may
terminate the employment relationship at any time, with or without cause.

Your Consideration for Severance.  As consideration for receiving  severance pay
and  benefits  provided  hereunder,  during  the period  that you are  receiving
severance pay or benefits hereunder, you shall:

      (I)   Consulting. Be available, on a reasonable basis, in person and/or by
            telephone,  as a  consultant  to the Company on projects or tasks as
            defined by the Board of Directors or its designated representative.

      (II)  Non-Compete. For the period commencing on the date of this Agreement
            and ending upon the date of the last  severance  payment  hereunder,
            you  shall  not  without  written   permission  from  the  Board  of
            Directors,  directly or indirectly,  as employee, agent, consultant,
            stockholder,  director,  partner  or  in  any  other  individual  or
            representative  capacity, own, operate,  manage, control, engage in,
            invest in or  participate  in any manner in, act as a consultant  or
            advisor to, render  services for (alone or in  association  with any
            person,  firm,  corporation  or entity),  or otherwise  assist,  for
            compensation  or otherwise,  any person or entity that engages in or
            owns,  invests  in,  operates,  manages or  controls  any venture or
            enterprise  that is a direct  competitor  of the Company;  provided,
            however, that nothing contained in this Agreement shall be construed
            to  prevent  you  from  investing  in the  stock  of  any  competing
            corporation  listed on a national  securities  exchange or traded in
            the  over-the-counter  market, but only if: (1) you are not involved
            in the  business  of  said  corporation,  and  (2) if you  and  your
            affiliates  collectively  do not own more than an aggregate of 5% of
            the  stock of such  corporation,  and (3) such  investment  does not
            violate the Company's Insider Trading Policy.


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<PAGE>

      (III) Non-Solicitation.  Not  interfere  with or  disrupt  or  attempt  to
            disrupt the Company's  business  relationship  with its customers or
            suppliers  or solicit any of the  employees  of the Company to leave
            the employment of the Company.

      (IV)  Severance  Agreement.  Enter into a severance  agreement and general
            release  with the  Company  within  90  (ninety)  days  from date of
            termination notice.

Arbitration.  You and the  Company  agree that any dispute  arising  under or in
connection with this Agreement,  including any dispute involving your employment
or the  termination  of that  employment  (whether  based on  contract,  tort or
statutory duty or prohibition,  including any prohibition against discrimination
or  harassment),  shall be submitted to binding  arbitration in accordance  with
California Code of Civil Procedure ss.ss.  1280 - 1294.2 before a single neutral
arbitrator.  You and the Company understand that each is waiving its rights to a
jury trial.

      The party demanding  arbitration shall submit a written claim to the other
party setting out the basis of the claim. Demands shall be presented in the same
manner as notices  under this  Agreement.  You and the Company  will  attempt to
reach  agreement on an  arbitrator  within ten (10) business days of delivery of
the arbitration demand.  After this ten (10) business day period,  either you or
the  Company  may  request  a list of seven  professional  arbitrators  from the
American Arbitration Association or another mutually agreed service. You and the
Company will  alternately  strike  names until only one person  remains and that
person shall be designated as the arbitrator.  The party  demanding  arbitration
shall make the first strike.

      The  arbitration  shall take  place in or within  five miles of San Diego,
California,  at a time and place determined by the arbitrator.  Each party shall
be entitled to discovery of essential  documents and witnesses and to deposition
discovery,  as  determined  by the  arbitrator,  taking into  account the mutual
desire to have a fast, cost-effective, dispute-resolution mechanism. You and the
Company will attempt to cooperate in the discovery  process  before  seeking the
determination  of  the  arbitrator.   Except  as  otherwise  determined  by  the
arbitrator,  you and the Company  will each be limited to no more than three (3)
depositions. The arbitrator shall have the powers provided in California Code of
Civil Procedure ss.ss. 1282.2 - 1284.2 and may provide all appropriate  remedies
at law or equity.

      The  arbitrator  will have the  authority to entertain a motion to dismiss
and/or a motion for  summary  judgment  by either you or the  Company  and shall
apply the standards  governing  such motions under  California  law,  unless the
standards of another  judicial forum  supercede  California  law. The Arbitrator
shall render,  within sixty (60) days of the completion of the  arbitration,  an
award and a written,  reasoned opinion in support of that award. Judgment on the
award may be entered in any court having jurisdiction.


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<PAGE>

      The Company will pay the arbitrator's  expenses and fees, all meeting room
charges  and any other  expenses  that would not have been  incurred if the case
were  litigated  in the  judicial  forum  having  jurisdiction  over it.  Unless
otherwise  ordered by the  arbitrator  pursuant to law or this  Agreement,  each
party shall pay its own attorney fees,  witness fees and other expenses incurred
by  the  party  for  his  or  her  own  benefit.   Your  share  of  any  filing,
administration  or similar fee shall be no more than the then current  filing or
other  applicable  fee in California  Superior  Court or, if  applicable,  other
appropriate tribunal with jurisdiction.

Modification  and Waiver of Breach.  No waiver or modification of this Agreement
shall be  binding  unless it is in  writing  signed by you and the  Company.  No
waiver of a breach of this Agreement shall be deemed to constitute a waiver of a
future breach, whether of a similar or dissimilar nature.

Notices. All notices and other  communications  required or permitted under this
Agreement  shall be in writing,  served  personally  on, or mailed by nationally
recognized  express mail  courier.  Notices and other  communications  served by
express  mail  courier  shall be deemed  given 72 hours after  deposit with such
express mail courier duly addressed to whom such notice or  communication  is to
be given. In the case of (a) the Company,  13520 Evening Creek Drive, Suite 130,
San Diego,  California 92128,  Attention:  CFO, or (b) to you, at the address of
record provided by you to the Company. Either party may change their address for
purposes of this Section by giving written notice,  in the manner stated herein.
You agree to  promptly  update the  Company  with any  changes  to your  contact
information.

Counterparts  and  Facsimile  Signatures.  This  instrument  may be  executed in
counterparts,  each of which  shall be  deemed  an  original,  but both of which
together shall  constitute one and the same Agreement.  The parties agree that a
signature delivered by facsimile transmission will be treated in all respects as
having the same effect as an original signature.

Construction of Agreement. This Agreement shall be construed in accordance with,
and governed by, the internal laws of the State of  California  and both parties
irrevocably agree to the exclusive jurisdiction and venue of the state and local
courts of San Diego County, California.

Legal Fees. If any legal action,  arbitration or other proceeding is brought for
the enforcement of this Agreement,  or because of any alleged  dispute,  breach,
default or misrepresentation  in connection with this Agreement,  the successful
or prevailing party shall be entitled to recover reasonable  attorneys' fees and
other costs it incurred in that action or  proceeding,  in addition to any other
relief to which it may be entitled.

Severability  Clause.  If any  provision of this  Agreement  or the  application
thereof is held invalid,  the  invalidity  shall not affect other  provisions or
applications  of the  Agreement  which can be given  effect  without the invalid
provisions or applications  and to this end the provisions of this Agreement are
declared to be severable.

Complete  Agreement.   This  instrument  constitutes  and  contains  the  entire
agreement and  understanding  concerning  your  employment and the other subject
matters addressed in this Agreement between you and the Company,  and supersedes
and replaces all prior  negotiations  and all agreements  proposed or otherwise,
whether written or oral,  concerning the subject  matters hereof,  including but
not limited to that certain Employment  Contract,  dated as of January 20, 2003,
between you and World Waste of America, Inc. This is an integrated document.


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Third Party  Beneficiaries.  This  Agreement  does not create,  and shall not be
construed as creating,  any rights enforceable by any person not a party to this
Agreement, except as expressly contemplated herein.

Non-transferability  of  Interest.  None of your  rights to receive  any form of
compensation   payable  pursuant  to  this  Agreement  shall  be  assignable  or
transferable except through a testamentary disposition or by the laws of descent
and  distribution   upon  your  death.  Any  attempted   assignment,   transfer,
conveyance,  or  other  disposition  (other  than as set  forth  herein)  of any
interest in your rights to receive  any form of  compensation  to be made by the
Company pursuant to this Agreement shall be void.

Other Agreements. A condition of your continued employment with the Company is a
signed  Confidentiality,  Non-Disclosure and Employee Invention Agreement.  Your
failure  to  complete  this  document  in a timely  manner  may  result  in your
termination  for good  cause.  You also  understand  and agree  that,  except as
expressly  provided in this  Agreement,  you are subject to all of the Company's
general  business and human  resources  polices and procedures as they presently
exist or as they may exist in the future and failure to abide by such provisions
may result in your  termination  for good  cause,  provided,  however,  that the
at-will status of employment may only be changed as provided below.

At-Will.  By signing this letter,  you understand and agree that your employment
with the Company is "at-will."  Your  employment with the Company is voluntarily
entered into and we recognize you are free to resign at any time. Similarly,  it
is recognized that the Company is free to conclude an employment relationship at
any time we feel is appropriate. While other terms of your employment may change
with or without  notice,  this  at-will  relationship  can be changed  only in a
written agreement signed by you and an authorized officer of the Company.

Sincerely,

_____________________________________

Acceptance:

_____________________________________
Thomas L. Collins
Date: _______________________________


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<PAGE>

                         AGREEMENT OF AT WILL EMPLOYMENT

      I  understand  and agree  that my  employment  with the  Company  is on an
at-will  basis.  This means that  either the Company or I or may  terminate  the
employment relationship at any time at its or his sole discretion without cause.

      I further understand that while other personnel policies,  procedures, and
benefits  of the  Company  may  change  from  time  to  time  in  the  Company's
discretion,  this  at-will  employment  relationship  can only be  changed by an
express written employment  agreement signed by me and a duly authorized officer
of the Company.

_____________________________________
Employee Name (PRINT)

_____________________________________
Employee Signature
Date: _______________________________


                                  Page 7 of 8
<PAGE>

                                   Schedule I

            Activities Prohibited Without Board of Director Approval

1.    Borrowing  or  obtaining  credit,  other than trade credit in the ordinary
      course of business, or executing any guaranty, other than trade guarantees
      in the ordinary course of business;

2.    Expending  funds for major  piece of  capital  equipment  in excess of One
      Million Dollars ($1,000,000);

3.    Selling or  transferring  capital  assets  exceeding  One Million  Dollars
      ($1,000,000) in market value;

4.    Executing any contract or making any  commitment  for the purchase or sale
      of the Company's products or facilities in an amount exceeding One Million
      Dollars ($1,000,000); or outside the ordinary course of business;

5.    Executing any lease of real or personal  property  providing for an annual
      rent in excess of One Hundred Thousand Dollars ($100,000), or term greater
      than five (5) years;

6.    Exercising any  discretionary  authority or control over the management of
      any employee  welfare or pension  benefit plan or over the  disposition of
      the assets of any such plan;

7.    Hiring or firing any  employee  with  annual  compensation  exceeding  One
      Hundred Thousand Dollars ($100,000).


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