Exhibit 10.8

13520 Evening Creek Dr. North, Suite 130, San Diego, CA  92128
main: 858.391.3400  fax: 858.486.3352

                                                                    [LOGO]
                                                                 WORLD WASTE
                                                              TECHNOLOGIES, INC.

April 28, 2005

Mr. John Pimentel
168 East Creek Drive
Menlo Park, CA. 94025

Dear John:

World Waste  Technologies,  Inc. (the "Company") desires to engage John Pimentel
("Pimentel")  as its  Advisor  with  respect to various  matters  involving  the
business of the Company (the  "Advisory  Services").  We look forward to working
with you, and have set forth below the agreed upon terms of this Agreement.

1.    Scope of Engagement

      As discussed,  Pimentel will undertake certain advisory services on behalf
      of the Company, including:

      (a)   Providing  strategic  advice and  analysis on business  development,
            capital markets, and corporate strategy issues.

      (b)   Providing introductions to potential strategic partners,  customers,
            management and board members,  and other value-added  relationships.
            Preparing  information and  presentations for use by the Company and
            representing the Company when appropriate.

      (c)   Any  information  prepared by Pimentel  under this section  shall be
            reviewed   and   approved   by  the   Company   in  advance  of  its
            dissemination.  The  accuracy of all such  information  shall be the
            responsibility of the Company.

2.    Fees and Expenses.

      For  services  provided  hereunder,  the Company  will pay to Pimentel the
      following:

      (a)   A monthly  advisory fee (the "Monthly Fee") in the amount of $15,000
            per month.  The  Monthly  Fee shall be paid by bank  transfer to the
            account of Pimentel on the first day of each month.  The Monthly Fee
            amount  shall  continue  to be  paid by the  Company  for as long as
            Pimentel  provides  assistance and advisory  services to the company
            (the "Advisory  Services")  and will only  discontinue at the end of
            the term (December 31, 2007), as described in Section 6.

<PAGE>

      (b)   Pimentel's actual and reasonable expenses shall be reimbursed by the
            Company. Any individual expense over $1,000 shall be pre-approved by
            the Company.  Total monthly expenses shall not exceed $2,000 without
            prior approval by the Company.

3.    Use of Information.

      The Company  recognizes and confirms that Pimentel,  in acting pursuant to
      this  engagement,   will  be  using  publicly  available  information  and
      information in reports and other materials provided by others,  including,
      without limitation,  information  provided by or on behalf of the Company,
      and that Pimentel does not assume responsibility for and may rely, without
      independent  verification,  on the accuracy and  completeness  of any such
      information.  The Company  warrants  to  Pimentel  that to the best if its
      knowledge all information  concerning the Company furnished to Pimentel in
      connection  with the  Advisory  Services  will be true and accurate in all
      material  respects  and will not contain any untrue  statement of material
      fact  or  omit to  state  a  material  fact  necessary  in  order  to make
      statements therein not misleading in the light of the circumstances  under
      which such  statements are made. The Company agrees to furnish or cause to
      be furnished to Pimentel all necessary or appropriate  information for use
      in your  engagement and the Company agrees that any  information or advice
      rendered  by  Pimentel  or any of his  affiliates  or  representatives  in
      connection with this engagement is for the confidential use of the Company

4.    Certain Acknowledgements.

      The Company  acknowledges  that Pimentel has been retained by the Company,
      and  that  the  Company's  engagement  of  Pimentel  is as an  independent
      contractor.  Neither  this  engagement,  nor the delivery of any advice in
      connection  with this  engagement,  is intended to confer  rights upon any
      persons not a party  hereto  (including  security  holders,  employees  or
      creditors of the Company) as against  Pimentel or our  affiliates or their
      respective directors, officers, agents and employees.

      The Company also  acknowledges  that  Pimentel  may also be a  significant
      shareholder  or retained  advisor to entities that merge with the Company,
      or who may otherwise do business  with the Company,  and Pimentel may make
      investments in or act as advisor to companies that later become  strategic
      partners or  customers  of the  Company.  Pimentel  shall  disclose to the
      Company  in advance  of any  potential  or actual  conflicts  of  interest
      Pimentel has or may have in connection  with any party to any  transaction
      which may be contemplated by this agreement.

      The Company  acknowledges  that Pimentel  may,  from time to time,  effect
      transactions  for his own account or the account of his  clients;  and may
      hold positions in securities of other companies, which may become a lender
      or investor for the purpose of this agreement.  Pimentel shall not by this
      agreement be prevented  or barred from  rendering  services of the same or
      similar nature as herein  described,  or services of any nature whatsoever
      for, or on behalf of, other persons,  firms, or  corporations  unless said
      proposed client is a direct competitor to the Company.

      The Company also acknowledges  Pimentel's Advisory Services do not include
      the rendering of any legal services or opinions or the  performance of any
      work that is in the ordinary purview of a Certified Public Accountant. All
      final decisions with respect to consulting,  advice, and services rendered
      by Pimentel to the Company shall rest with the Company, and Pimentel shall
      not have the authority to bind the Company to any obligation or commitment
      other than those enumerated herein.

<PAGE>

5.    Indemnity.

      Pimentel and the Company have  entered  into a separate  letter  agreement
      (Exhibit A), dated the date hereof,  providing for the  indemnification of
      Pimentel  by  the  Company  in  connection  with   Pimentel's   engagement
      hereunder,  the terms of which are  incorporated  into this  agreement  in
      their entirety.

6.    Term of Engagement.

      Pimentel's engagement shall commence on the date hereof and shall continue
      until December 31, 2007 and thereafter shall be automatically extended for
      one-year periods on each  anniversary  date,  unless  terminated by either
      party prior to each respective extension period or otherwise extended. The
      Company may  terminate  this  agreement  at any time;  but,  shall pay the
      monthly fee through  December  31, 2007  provided,  however,  that no such
      termination will affect the matters set out in this section or sections 2,
      3,  4,  5,  or  8,  or  in  the  separate  letter  agreement  relating  to
      indemnification.  It is expressly  agreed that following the expiration or
      termination of this  agreement,  Pimentel shall be entitled to receive any
      fees as described  above that have  accrued  prior to such  expiration  or
      termination but are unpaid,  as well as reimbursement  for expenses as set
      forth herein.

7.    Board Participation Rights.

      For  the  term of this  Agreement  Pimentel  shall  be  nominated  to be a
      Director  of the  Company  and shall  have the right to attend  all of the
      Company's  board  meetings  with equal  advance  notice as all other board
      members  are given and shall have access to Company  information  equal to
      the access granted to all other board members if elected to the board.

8.    Miscellaneous.

      This Agreement is governed by the laws of the State of California, without
      regard to conflicts of law principles,  and will be binding upon and inure
      to the benefit of the Company,  Pimentel and their  respective  successors
      and assigns.  Neither this Agreement nor any duties or  obligations  under
      this  Agreement  may be  assigned by  Pimentel  without the prior  written
      consent of the Company.

      The  Company  and  Pimentel   agree  to  submit  all  disputes,   actions,
      proceedings or counterclaims  brought by or on behalf of either party with
      respect to any matter whatsoever  relating to or arising out of any actual
      or proposed  transaction  or the  engagement of or performance by Pimentel
      hereunder to binding arbitration in accordance with the rules of procedure
      according to the Judicial  Arbitration and Mediation  Service (JAMS).  The
      Parties  will select an arbiter and shall  divide the cost of  arbitration
      between  them,  and each  party  shall pay its own  attorney's  fees.  The
      Company and Pimentel also hereby submit to the  jurisdiction of the courts
      of the State of California, San Diego County in any proceeding arising out
      of an arbitration proceeding or judgment relating to this Agreement.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be deemed to be an original, but all of which shall constitute one and the
      same Agreement.  The provisions of this Agreement  relating to the payment
      of  fees  and  expenses,  confidentiality  and  accuracy  of  information,
      indemnification  and Pimentel's status as an independent  contractor shall
      survive any termination of this Agreement. In the event that any provision
      of this Agreement shall be held to be invalid,  illegal,  or unenforceable
      in any circumstances,  the remaining  provisions shall nevertheless remain
      in full force and effect and shall be  construed  as if the  unenforceable
      provisions were deleted.

<PAGE>

We are pleased to offer this  engagement  and look  forward to working with you.
Please confirm that the foregoing is in accordance  with your  understanding  of
our agreement by signing and returning to us a copy of this letter.

                                WORLD WASTE TECHNOLOGIES, INC.

                                By: ____________________________________________
                                    Thomas L. Collins, CEO

                                Date: __________________________________________

Accepted and agreed to as of the date set forth above:

By: ______________________________
       John Pimentel

Date: ____________________________

<PAGE>

Exhibit A

                            INDEMNIFICATION AGREEMENT

In  consideration  for the  agreement of John  Pimentel  ("Pimentel")  to act on
      behalf of World Waste  Technologies,  Inc. (the "Company") pursuant to the
      attached  Engagement Letter dated as of April 28, 2005, the Company agrees
      (the   "Indemnitor")  to  indemnify  and  hold  harmless   Pimentel,   its
      affiliates,  and each of their  respective  directors,  officers,  agents,
      shareholders,  consultants,  employees and controlling persons (within the
      meaning  of the  Securities  Act of 1933)  (Pimentel  and each such  other
      person or entity are hereinafter referred to as an "Indemnified  Person"),
      to the extent  lawful,  from and  against  any  losses,  claims,  damages,
      expenses  and  liabilities  or actions in respect  thereof  (collectively,
      "Losses"),  as they may be incurred  (including  reasonable legal fees and
      other expenses as incurred in connection  with  investigating,  preparing,
      defending,  paying, settling or compromising any Losses, whether or not in
      connection  with  any  pending  or  threatened  litigation  in  which  any
      Indemnified  Person  is a named  party)  to which  any of them may  become
      subject  (including  in any  settlement  effected  with  the  Indemnitor's
      consent)  and which  are  related  to or arise  out of any act,  omission,
      disclosure  (written  or  oral),  transaction  or  event  arising  out of,
      contemplated by, or related to the Engagement  Letter.

The Indemnitor will not, however, be responsible under the foregoing  provisions
      with respect to any Losses to an  Indemnified  Person to the extent that a
      court of competent  jurisdiction shall have determined by a final judgment
      that such Losses  resulted  primarily  from actions taken or omitted to be
      taken by such Indemnified Person due to his gross negligence, bad faith or
      willful misconduct.  If multiple claims are brought against Pimentel in an
      arbitration,  with  respect  to at least one of which  indemnification  is
      permitted under applicable law and provided for under this agreement,  any
      arbitration award shall be conclusively deemed to be based on claims as to
      which  indemnification is permitted and provided for, except to the extent
      the  arbitration  award  expressly  states that the award,  or any portion
      thereof,  is based  solely on a claim as to which  indemnification  is not
      available.  No  indemnified  Party shall  settle,  compromise or otherwise
      dispose  of any  action for which  indemnification  is  claimed  hereunder
      without  the  written  consent of the  Indemnitor.  No  expenses  shall be
      forwarded to any Indemnified  Party unless such party agrees in writing to
      reimburse the Indemnitor  for such  forwarded  expenses in the event it is
      determined that such Indemnified Party was not entitled to indemnification
      hereunder.

      If the indemnity  referred to in this agreement  should be, for any reason
whatsoever,  unenforceable,  unavailable or otherwise  insufficient to hold each
Indemnified  Person  harmless,  the Indemnitor shall pay to or on behalf of each
Indemnified  Person  contributions  for Losses so that each  Indemnified  Person
ultimately  bears only a portion of such Losses as is appropriate to reflect the
relative  benefits  received by and the relative fault of each such  Indemnified
Person,  respectively,  on the one hand and the  Indemnitor on the other hand in
connection with the transaction;  provided,  however, that in no event shall the
aggregate  contribution of all  Indemnified  Persons to all Losses in connection
with any transaction exceed the amount of any fees actually received by Pimentel
pursuant to the Engagement Letter. The relative fault of each Indemnified Person
and the  Indemnitor  shall be  determined  by reference  to, among other things,
whether the actions or omissions to act were by such  Indemnified  Person or the
Indemnitor and the parties'  relative intent,  knowledge,  access to information
and opportunity to correct or prevent such action to omission to act.

<PAGE>

      The  Indemnitor  also agrees  that no  Indemnified  Person  shall have any
liability to the Indemnitor or its affiliates,  directors,  officers, employees,
agents or shareholders, directly or indirectly, related to or arising out of the
Engagement  Letter,  except Losses  incurred by the Indemnitor  which a court of
competent  jurisdiction  shall  have  determined  by a final  judgement  to have
resulted primarily from actions taken or omitted to be taken by such Indemnified
Person  due to its gross  negligence,  bad faith or  willful  misconduct.  In no
event,  regardless of the legal theory  advanced,  shall Company or  Indemnified
Person be liable for any consequential,  indirect, incidental or special damages
of any nature.  The  Indemnitor  agrees that without  Pimentel's  prior  written
consent (which consent shall not be unreasonably  withheld) it shall not settle,
compromise  or consent to the entry of any judgment in any pending or threatened
claim,  action,  suit or proceeding  related to the Engagement Letter unless the
settlement, compromise or consent also includes an express unconditional release
of all Indemnified Persons from all liability and obligations arising therefrom.

The obligations of the Indemnitor  referred to above shall be in addition to any
      rights that any Indemnified Person may otherwise have and shall be binding
      upon and  inure to the  benefit  of any  successors,  assigns,  heirs  and
      personal representatives of any Indemnified Person and the Indemnitor.  It
      is  understood  that  these  obligations  of the  Indemnitor  will  remain
      operative  regardless  of any  termination  or  completion  of  Pimentel's
      services.

John Pimentel:  ____________________________________________     Date: _________

World Waste Technologies, Inc.: ____________________________     Date: _________