Exhibit 10.9

                                     [LOGO]
                                 CAGAN - MCAFEE
                                CAPITAL PARTNERS

April 28, 2005

Mr. Thomas L. Collins, CEO
World Waste Technologies, Inc.
13520 Evening Creek
Drive, Suite 130
San Diego, CA  92128

Dear Tom,

THIS  ENGAGEMENT  LETTER  DATED APRIL 28, 2005  REPLACES AND  SUPERCEDES  IN ITS
ENTIRETY ANY PREVIOUS WRITTEN, SPOKEN OR IMPLIED ARRANGEMENT BETWEEN THE PARTIES
HEREIN,  INCLUDING THE AGREEMENT DATED MARCH 9, 2004, INCLUDING ITS ATTACHMENTS,
BETWEEN CAGAN MCAFEE CAPITAL PARTNERS, LLC AND WORLD WASTE OF AMERICA, INC.

We are pleased that World Waste  Technologies,  Inc. (the "Company")  desires to
continue its  engagement  of Cagan  McAfee  Capital  Partners,  LLC, a strategic
advisory  firm as its advisor  with  respect to various  matters  involving  the
business of the Company (the "Advisory Services"). We look forward to continuing
our work with you and your management  team, and have set forth below the agreed
upon terms of our involvement.

1.    Scope of Engagement

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

      (a)   Working  with the  Company to develop  business  summary,  financial
            projections  and other  presentation  materials for use in marketing
            the Company to potential  business  partners,  investors  and merger
            candidates.  Any  information  prepared by CMCP under this paragraph
            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.

      (b)   Assisting  the  Company to develop  and  refine  its  corporate  and
            financial  strategy,  understand certain trends in financial markets
            and capital  structures,  and provide advice and assistance on other
            general corporate matters.

      (c)   Providing introductions to potential strategic partners,  customers,
            management and board members, and other value-added relationships.

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2.    Fees and Expenses.

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

      (a)   A monthly  advisory fee (the "Monthly  Fee") in the amount of $5,000
            per month.  The  Monthly  Fee shall be paid by bank  transfer to the
            account  of CMCP on the first day of each  month.  The  Monthly  Fee
            amounts shall continue to be paid by the Company for as long as CMCP
            provides  assistance  and  advisory  services  to the  company  (the
            "Advisory  Services")  and will only  discontinue  at the end of the
            term (December 31, 2006), as described in Section 6.

      (b)   CMCP'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 CMCP, 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
      CMCP does not assume  responsibility for and may rely, without independent
      verification,  on the accuracy and  completeness of any such  information.
      The  Company  warrants  to CMCP  that to the  best  if its  knowledge  all
      information  concerning the Company  furnished to CMCP 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 CMCP
      all necessary or appropriate  information for use in their  engagement and
      the Company agrees that any  information or advice rendered by CMCP or any
      of our  representatives  in  connection  with this  engagement  is for the
      confidential use of the Company.

4.    Certain Acknowledgements.

      The Company  acknowledges that CMCP has been retained by the Company,  and
      that the  Company's  engagement of CMCP 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 CMCP or our affiliates or their respective directors, officers,
      agents and employees.

      The  Company  also  acknowledges  that  CMCP  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 CMCP may make
      investments in or act as advisor to companies that later become  strategic
      partners or customers of the Company.  CMCP shall  disclose to the Company
      in advance of any  potential or actual  conflicts of interest  CMCP has or
      may have in  connection  with any  party to any  transaction  which may be
      contemplated by this agreement.

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      The Company  acknowledges that CMCP is a full service advisory firm and as
      such may, from time to time,  effect  transactions  for our own account or
      the account of our clients;  and we hold  positions in securities of other
      companies,  which may become a lender or investor  for the purpose of this
      agreement.  CMCP 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  CMCP'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 CMCP to the  Company  shall rest with the  Company,  and CMCP shall not
      have the  authority to bind the Company to any  obligation  or  commitment
      other than those enumerated herein.

5.    Indemnity.

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

6.    Term of Engagement.

      CMCP's  engagement  shall  commence on the date hereof and shall  continue
      until December 31, 2006 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, 2006  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,  CMCP 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.

      So  long  as  CMCP  or  its  affiliates,   officers  or  directors,  shall
      collectively own a minimum of five hundred  thousand  (500,000) shares (as
      adjusted for any stock splits, stock dividends,  recapitalizations and the
      like) of the Company's  stock,  John  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.

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      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,  CMCP and their  respective  successors and
      assigns.  Neither this Agreement nor any duties or obligations  under this
      Agreement may be assigned by CMCP without the prior written consent of the
      Company.

      The Company and CMCP 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 CMCP  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 CMCP
      also  hereby  submit  to the  jurisdiction  of the  courts of the State of
      California,  Santa  Clara  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  CMCP'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.

We are pleased to accept 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.

                                            CAGAN MCAFEE CAPITAL PARTNERS, LLC

                                            By: _____________________________
                                                 Eric A. McAfee
                                                 Managing Director

                                            Date: ____________________________

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

WORLD WASTE TECHNOLOGIES, INC.

By: ______________________________
       Thomas L. Collins
       Chief Executive Officer

Date: ____________________________

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Exhibit A

                            INDEMNIFICATION AGREEMENT

      In consideration for the agreement of Cagan McAfee Capital  Partners,  LLC
("CMCP")  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  CMCP,  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) (CMCP 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 CMCP 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 CMCP
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.

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      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 CMCP'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 CMCP's services.

Cagan McAfee Capital Partners, LLC.: ___________________________ Date: _________

World Waste Technologies, Inc.: ________________________________ Date: _________