Exhibit 10.10

                                   Chadbourn
                                   Securities
                              Member NASD and SIPC

                                                                  April 29, 2005

Mr. Thomas L. Collins
Chief Executive Officer
WORLD WASTE TECHNOLOGIES, INC.
13520 Evening Creek Drive, Suite 130
San Diego, CA  92128

Re :     Addendum to Chadbourn Engagement Agreement dated April 28, 2005

Dear Tom,

This  Addendum  updates  the  Chadbourn   Engagement  Agreement  (the  Chadbourn
Engagement  Agreement ) with World Waste Technologies,  Inc. (the Company) dated
April 28, 2005 (attached) in the following circumstances.

      1.    Chadbourn specifically  acknowledges the Company has retained Harris
            Williams  Advisors,  Inc.  (HWA)  pursuant to an  engagement  letter
            signed on April 8, 2005,  and any success  fees paid to HWA shall be
            deducted  from the  total  fundrasing  related  fee and  unallocated
            expense reimbursement due to Chadbourn.

      2.    Chadbourn   specifically   acknowledges  the  Company  has  retained
            Infrastar  Advisors  pursuant  to an  engagement  letter  signed  on
            November  29,  2004  (Attachment  A),  any  fees  paid to  Infrastar
            Advisors shall be deducted from the total fundrasing related fee and
            unallocated expense reimbursement due to Chadbourn.

      3.    Chadbourn  specifically  acknowledges that for any equity investment
            from Trellus  Investments and or HWA (or HWA's principals) for gross
            investment amount of $8,000,000 or greater the Chadbourn  commission
            structure  shall  be  reduced  to 6.0%  of the  amount  invested  by
            Trellus, and as described in 1 above, all HWA fees shall be deducted
            from the amount due to Chadbourn.  The original fee structure in the
            Chadbourn  Engagement  Agreement  shall  continue  to apply  for any
            investors  other  than  Trellus  and HWA in any other debt or equity
            investment.

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.

                                            CHADBOURN SECURITIES, INC.

                                            By: _____________________________
                                                 Laird Q. Cagan
                                                 Managing Director

                                            Date: ____________________________


   10600 North De Anza Blvd, Suite 250 o Cupertino, CA 95014 o (408) 873-0400

<PAGE>

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

WORLD WASTE TECHNOLOGIES, INC.

By: ______________________________
       Thomas L. Collins
       Chief Executive Officer

Date: ____________________________


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<PAGE>



                                   Chadbourn
                                   Securities
                              Member NASD and SIPC

                                                                  April 28, 2005

Mr. Thomas L. Collins
Chief Executive Officer
WORLD WASTE TECHNOLOGIES, INC.
13520 Evening Creek Drive, Suite 130
San Diego, CA  92128

Re :     Engagement Agreement

Dear Tom,

We are pleased that World Waste  Technologies,  Inc. (the "Company")  desires to
engage Chadbourn  Securities,  Inc, an NASD  broker/dealer  ("Chadbourn") as its
financial  advisor with respect to capital raising of the Company (the "Advisory
Services").  We look forward to working with you and your  management  team, and
have set forth below the agreed upon terms of our involvement.

1.    Scope of Engagement

      As discussed, Chadbourn will undertake certain Advisory Services on behalf
      of the Company, including:

      (a)   Advising  the Company  regarding  debt and equity  financial  market
            conditions,  including  presentations to management and the board of
            directors,  as needed.  Any information  prepared by Chadbourn under
            this  paragraph  shall be  reviewed  and  approved by the Company in
            advance of its dissemination to any party outside of the Company;

      (b)   Identifying and assisting in the negotiation and placement of senior
            debt and/or lease financing (the "Debt  Financing") for the Company,
            in one or more closings;

      (c)   Identifying  and  assisting  in the  negotiation  and  placement  of
            preferred and common equity and/or subordinated and convertible debt
            (the "Equity Financing") for the Company, in one or more closings.

2.    Fees and Expenses.

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

      (a)   An advisory fee equal to one percent  (1.0%) of any Debt  Financing,
            including  lease  financing  and senior debt received by the Company
            and sourced by Chadbourn,  to be paid from escrow at the closing. If
            Chadbourn  plays  no role  in  introducing,  negotiating,  providing
            references for the Company,  or otherwise  assisting in securing the
            Debt  Financing in any way, and if the Company in  discussions  with
            the  funding  source  does  not  utilize  any  materials,  analyses,
            spreadsheets,  presentations,  or  business  summaries  prepared  by
            Chadbourn  on behalf of the  Company,  then no advisory  fee will be
            payable to Chadbourn.

      (b)   An unallocated expense  reimbursement equal to two percent (2.0%) of
            any Equity Financing received by the Company from any investor, bank
            or financing  source,  including equity funding provided directly to
            the Company or specific  projects from  strategic  partners,  or any
            other equity  investor,  to be paid from escrow at each closing.  In
            addition,  in the event that  Chadbourn  is a principal  investor or
            funds are raised by Chadbourn directly from equity investors,  or by
            a third party directly  referred or engaged by Chadbourn,  Chadbourn
            shall receive: (1) an additional advisory fee equal to eight percent
            (8.0%) of any Equity  Financing  received by the  Company;  and, (2)
            warrants  equal to 10% of the number of shares sold in the offering,
            such warrants to have a five year maturity,  registration  rights on
            the same basis as the related offering, a net exercise provision and
            an exercise  price equal to the  offering  price of each  respective
            offering  by the  Company.  In the event  any  Equity  Financing  is
            received  from sources  originated  by the Company,  as shown in the
            attached list of Company Sourced Potential  Investors (see Exhibit A
            attached  hereto),  Chadbourn  shall receive an unallocated  expense
            reimbursement of one percent (1.0%),  an additional  advisory fee of
            four percent  (4.0%) and  warrants  for five  percent  (5.0%) of the
            number of  shares  sold in the  offering,  and terms of all fees and
            warrants are the same as those described previously in this section.


   10600 North De Anza Blvd, Suite 250 o Cupertino, CA 95014 o (408) 873-0400
<PAGE>

      (c)   Chadbourn'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
            $2,500 without prior approval by the Company.

3.    Use of Information; Financing Matters.

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

      (b)   The Company and  Chadbourn  each agree to conduct any  offering  and
            sale  of  securities  in  any  private   placement   transaction  in
            accordance with applicable  federal and state  securities  laws, and
            neither the Company nor Chadbourn nor any person acting on behalf of
            either of them,  will offer or sell any  securities in a transaction
            by any form of general solicitation,  general advertising, or by any
            other means that would be deemed a public offering under  applicable
            law. Chadbourn has no obligation, express or implied, to purchase or
            underwrite  any  transaction  or  to  itself  provide  any  type  of
            financing  to the Company or be a party to any funding  transaction,
            or to solicit investors outside the United States.

4.    Certain Acknowledgements.


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<PAGE>

      The Company  acknowledges that Chadbourn has been retained by the Company,
      and  that the  Company's  engagement  of  Chadbourn  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  Chadbourn or our affiliates or their
      respective directors,  officers,  agents and employees. Upon prior written
      consent of the Company (which consent will not be  unreasonably  withheld)
      and  approval  by the  Company  of the  text,  proof and  format  thereof,
      Chadbourn may, at its own expense,  place  announcements or advertisements
      in financial  newspapers and journals  describing  its services  hereunder
      (provided  such  announcement  or  advertisement  is made in a manner  and
      contains  only such  information  as would not  violate  federal  or state
      securities laws).

      The Company also  acknowledges  that  Chadbourn  may also be a significant
      shareholder  or retained  advisor to entities that merge with the Company,
      and Chadbourn may make  investments in or act as advisor to companies that
      later become  strategic  partners or  customers of the Company.  Chadbourn
      shall  disclose  to the  Company  in advance  of any  potential  or actual
      conflicts of interest  Chadbourn has or may have in connection with an M &
      A  transaction,   any  Equity  Financing,  Debt  Financing  or  any  other
      transaction  contemplated by this  agreement.  Chadbourn shall ensure that
      any  such   advertising,   investments  and  related  party   transactions
      contemplated  by this  paragraph  shall comply with federal and applicable
      state  securities  laws. With respect to this  paragraph,  Chadbourn shall
      include its employees and representatives.

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

5.    Indemnity.

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

6.    Term of Engagement.

      Chadbourn's  engagement  shall  commence  on the  date  hereof  and  shall
      continue  until June 30, 2005. It is expressly  agreed that  following the
      expiration or termination of this  agreement,  Chadbourn 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.


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<PAGE>

      It is also expressly agreed that if during a period of 12 months following
      termination of this agreement, a transaction with an investor, bondholder,
      bank, financing entity, strategic partner, public company, or other entity
      based upon services provided by Chadbourn  hereunder is consummated by the
      Company, or a successor entity to the Company,  or a shareholder,  advisor
      or related party to the Company, or if a definitive agreement that results
      in a  transaction  is entered  into during  such 12 month  period with any
      party where Chadbourn played a significant role in introducing the Company
      as listed on Exhibit B and attached hereto (a "Chadbourn Investor") in its
      capacity as financial  advisor  hereunder,  the Company will pay Chadbourn
      the fees and expense  reimbursements  equal to the fees and expenses which
      would have been payable to Chadbourn  as if the  transaction  had occurred
      during the term of this agreement.  In the event a Chadbourn Investor does
      invest during the 12 months  following the  termination of this Agreement,
      then  Chadbourn  will work with the Company and its new  broker-dealer  to
      agree to an  appropriate  fee sharing  arrangement in which the total fees
      shall not exceed the amounts described in Section 2 this Agreement.

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

      The  Company  and  Chadbourn  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 Chadbourn
      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 Chadbourn 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 Chadbourn'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.

                                            CHADBOURN SECURITIES, INC.

                                            By: _____________________________
                                                 Laird Q. Cagan
                                                 Managing Director


                                       4
<PAGE>

                                            Date: ____________________________

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

WORLD WASTE TECHNOLOGIES, INC.

By: ______________________________
       Thomas L. Collins
       Chief Executive Officer

Date: ____________________________


                                       5
<PAGE>

Exhibit C

                            INDEMNIFICATION AGREEMENT

      In  consideration  for  the  agreement  of  Chadbourn   Securities,   Inc.
("Chadbourn") 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 Chadbourn,  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)  (Chadbourn 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 Chadbourn 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
Chadbourn  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.

      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  Chadbourn'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.


                                       9
<PAGE>

      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 Chadbourn's services.

Chadbourn Securities, Inc.: ____________________________________ Date: _________

World Waste Technologies, Inc.: ________________________________ Date: _________


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