Exhibit 10.1

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                          SECURITIES PURCHASE AGREEMENT

                           DATED AS OF APRIL 28, 2005

                                  BY AND AMONG

                         WORLD WASTE TECHNOLOGIES, INC.,

                         TRELLUS OFFSHORE FUND LIMITED,

                              TRELLUS PARTNERS, LP,

                            TRELLUS PARTNERS II, LP,

                                       AND

                        THE OTHER INVESTORS NAMED HEREIN

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                                TABLE OF CONTENTS

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ARTICLE I:          AUTHORIZATION AND SALE OF THE SECURITIES......................................................1

       1.1          Authorization of Issuance and Sale of the Securities..........................................1
       1.2          Sale and Issuance.............................................................................1
       1.3          The Initial Closing...........................................................................1
       1.4          Additional Closing............................................................................2
       1.5          Use of Proceeds...............................................................................2

ARTICLE II:         THE CLOSINGS..................................................................................3

       2.1          Deliveries at Each Closing....................................................................3

ARTICLE III:        REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................................................4

       3.1          Subsidiaries; Organization; Good Standing; Qualification and Power............................4
       3.2          Authorization.................................................................................5
       3.3          Non-contravention.............................................................................5
       3.4          Capitalization of the Company.................................................................6
       3.5          Financial Statements and Liabilities..........................................................6
       3.6          Legal Compliance..............................................................................7
       3.7          Litigation....................................................................................7
       3.8          Environment, Safety and Permits...............................................................8
       3.9          Offering Exemption............................................................................9
       3.10         Ownership of Purchased Securities.............................................................9
       3.11         Securities Filings...........................................................................10
       3.12         Transactions With Affiliates And Employees...................................................10
       3.13         Internal Accounting Controls.................................................................10
       3.14         Listing And Maintenance Requirements.........................................................11
       3.15         No Integrated Offering.......................................................................11
       3.16         No Investment Company........................................................................11
       3.17         Insurance....................................................................................11
       3.18         Labor Relations..............................................................................12
       3.19         Taxes........................................................................................12
       3.20         No Brokers...................................................................................13
       3.21         Reliance.....................................................................................14
       3.22         Employee Benefits............................................................................14

ARTICLE IV:         REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.............................................15

       4.1          Authority....................................................................................15
       4.2          Experience...................................................................................15
       4.3          Investment...................................................................................15
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                                      - i -
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ARTICLE V:          ADDITIONAL AGREEMENTS........................................................................16

       5.1          Survival of Representations, Warranties and Agreements.......................................16
       5.2          Transaction Expenses and Taxes...............................................................16
       5.3          Corporate Governance.........................................................................16
       5.4          Securities Laws..............................................................................17
       5.5          Reporting Matters............................................................................18
       5.6          USRPHC.......................................................................................18
       5.7          Restriction on Use of Proceeds...............................................................19
       5.8          Restrictive Covenants........................................................................19

ARTICLE VI:         PRE-EMPTIVE RIGHTS...........................................................................20

ARTICLE VII:        MISCELLANEOUS................................................................................21

       7.1          No Third Party Beneficiaries.................................................................21
       7.2          Entire Agreement.............................................................................21
       7.3          Successors and Assigns.......................................................................22
       7.4          Counterparts.................................................................................22
       7.5          Notices......................................................................................22
       7.6          Governing Law................................................................................23
       7.7          Submission to Jurisdiction; Waivers..........................................................23
       7.8          Waiver of Jury Trial.........................................................................24
       7.9          Amendments and Waivers; Purchasers Consent...................................................24
       7.10         Certain Definitions..........................................................................24
       7.11         Incorporation of Schedules and Exhibits......................................................29
       7.12         Construction.................................................................................29
       7.13         Interpretation...............................................................................29
       7.14         Remedies.....................................................................................29
       7.15         Severability.................................................................................30
       7.16         Delivery by Facsimile........................................................................30
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                                     - ii -
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Schedules

DISCLOSURE SCHEDULE

Exhibits

Exhibit A         -     Allocation Schedule
Exhibit B         -     Form of Warrant
Exhibit C         -     Form of Registration Rights Agreement
Exhibit D         -     Certificate of Determination
Exhibit E         -     Form of Legal Opinion


                                     - iii -
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      THIS SECURITIES PURCHASE AGREEMENT (this  "Agreement"),  dated as of April
28, 2005, by and among World Waste Technologies, Inc., a California corporation
(the "Company"),  Trellus Offshore Fund Limited,  a Cayman Islands  corporation,
Trellus Partners,  LP, a Delaware limited partnership,  and Trellus Partners II,
LP, a Delaware  limited  partnership  (collectively,  "Trellus") and each of the
purchasers,  if any, set forth on the  Allocation  Schedule  attached  hereto as
Exhibit A (together with Trellus, the "Purchasers").

      WHEREAS,  subject to the terms and conditions set forth in this Agreement,
the Company  desires to sell to the  Purchasers,  and the  Purchasers  desire to
purchase from the Company,  up to 6,000,000  shares of the Company's 8% Series A
Cumulative Redeemable Convertible  Participating  Preferred Stock (the "Series A
Preferred Stock"), together with common stock purchase warrants.

      NOW,  THEREFORE,  in  consideration of the mutual promises herein made and
the representations,  warranties,  and covenants herein contained, and for other
good and  valuable  consideration,  the receipt and adequacy of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:

                                   ARTICLE I:
                                AUTHORIZATION AND
                             SALE OF THE SECURITIES

      1.1 Authorization of Issuance and Sale of the Securities.

      Subject to the terms and conditions hereof, the Company has authorized (i)
the issuance and sale of up to 6,000,000  shares of Series A Preferred Stock and
warrants to acquire up to 600,000  shares of Common Stock (the  "Warrants"),  at
the  Closings (as defined  herein),  for an  aggregate  purchase  price of $15.0
million,  and (ii) the  issuance of shares of the  Company's  Common  Stock upon
conversion  of such  shares of Series A  Preferred  Stock  and  exercise  of the
Warrants (the "Underlying Shares").

      1.2 Sale and Issuance.  Subject to the terms and conditions hereof, at the
Initial  Closing (as defined below),  each Purchaser  severally and not jointly,
agrees to purchase,  and the Company agrees to sell and issue to such Purchaser,
that  number of  shares of Series A  Preferred  Stock  (the  "Initial  Purchased
Shares") and warrants (the  "Initial  Warrants"  and,  together with the Initial
Purchased Shares,  the "Initial  Purchased  Securities"),  as set forth opposite
such Purchaser's name on Exhibit A attached hereto.

      1.3 The Initial Closing.

            (a)   Simultaneously   with  the  execution  and  delivery  of  this
Agreement, the initial closing hereunder (the "Initial Closing") with respect to
the issuance,  sale and delivery of the Initial Purchased  Securities shall take
place  (the date on which the  Initial  Closing  occurs,  the  "Initial  Closing
Date").

            (b)  At the  Initial  Closing,  on  the  terms  and  subject  to the
conditions  contained  herein,  (i) the Company shall issue, sell and deliver to
the Purchasers,  and the Purchasers shall purchase from the Company,  all of the
Initial Purchased  Securities free and clear of any liens,  claims,  charges and
encumbrances  whatsoever and with no  restrictions  on the voting rights thereof
and other incidents of record and beneficial  ownership  pertaining thereto, and
(ii)  the  Purchasers  shall  deliver  to  the  Company,  by  wire  transfer  of
immediately  available  funds  to an  account  designated  by the  Company,  the
aggregate  purchase  price (the  "Purchase  Price") for such  Initial  Purchased
Securities  in the  individual  amounts  set  forth on the  Allocation  Schedule
attached hereto as Exhibit A.

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      1.4 Additional  Closing.  If the full number of the  authorized  shares of
Series A Preferred  Stock and Warrants is not sold at the Initial  Closing,  one
additional closing (the "Additional Closing", and the Additional Closing and the
Initial  Closing  being  referred to as a "Closing")  may occur on any day on or
prior to May 9, 2005 (or such later date as agreed to in writing by the  Company
and the  Purchasers)  for the sale of up to the  balance of the  authorized  but
unissued  Series A Preferred  Stock and  Warrants to such persons as the Company
may determine,  so long as the sale of such securities at the Additional Closing
is  effected  pursuant to the terms of this  Agreement  and at a price per share
paid in cash, no less than the per share Purchase Price. The Additional  Closing
shall be  effected in the manner set forth in Section  1.3.  Any  individual  or
entity  purchasing  securities at the Additional  Closing (each,  an "Additional
Purchaser," and collectively  "Additional Purchasers") shall execute a signature
page to this  Agreement and the Company shall update Exhibit A hereto to include
each such Additional  Purchaser,  at which time each such Additional  Purchasers
shall be deemed to be a "Purchaser" hereunder for purposes of this Agreement and
all other  agreements  contemplated  hereby,  and a  "Holder"  under the  Rights
Agreement  (as  defined in Section  2.1).  At the  Additional  Closing,  (i) the
Company  will deliver to the  Additional  Purchasers  the various  certificates,
instruments  and  documents  referred  to in  Section  2.1(a)  hereof,  (ii) the
Additional  Purchasers  will  deliver to the Company  the various  certificates,
instruments  and documents  referred to in Section  2.1(b) below,  and (iii) the
Company  shall  deliver to each  Additional  Purchaser a share  certificate  and
Warrant  registered in such Additional  Purchaser's name representing the shares
of Series A Preferred  Stock and Warrants that such  Additional  Purchaser is to
receive from the Company at the Additional Closing to be set forth opposite such
Additional  Purchaser's name on the updated Exhibit A hereto, against payment of
the purchase price  therefor by check or wire transfer to an account  designated
by the Company or other means acceptable to the Company.  The Initial  Purchased
Securities and the securities,  if any, purchased at the Additional Closing, are
referred to herein as the "Purchased Securities."

      1.5 Use of Proceeds.

      The  Company  will  use  the  net  proceeds  of the  Purchased  Securities
purchased by the Purchasers  pursuant to this Agreement for the construction and
operation by its wholly owned  subsidiary,  World Waste of Anaheim,  Inc., Plant
Number  One  located  at 2740  Coronado  Street,  Anaheim,  California,  for the
repayment of principal  and interest on a $750,000  promissory  note in favor of
Trellus  Management,  LLC (the  "Trellus  Note"),  and for working  capital and,
subject to the  approval  of the holders of a majority of the shares of Series A
Preferred Stock, for the site identification, planning, permitting and designing
of an additional plant (the "Additional Expenditures");  provided, however, that
the  Company  may use up to  $750,000  of the net  proceeds  from the  Purchased
Securities  for Additional  Expenditures  without the approval of the holders of
the shares of Series A Preferred Stock.


                                       2
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                                  ARTICLE II:
                                  THE CLOSINGS

      2.1 Deliveries at Each Closing.

            (a) As a condition to each  Purchaser's  obligation  to purchase its
respective   portion  of  the   Purchased   Securities,   at  each  Closing  all
representations  and  warranties  set  forth in  Article  III  shall be true and
correct in each case, as of the date of this Agreement (other than those that by
their terms are to be true and correct as of a  specified  date,  in which case,
such  representations and warranties shall be true and correct as of such date),
and the Company shall deliver to each Purchaser:

                  (i) a  stock  certificate  registered  in  the  name  of  such
Purchaser,  representing  the Purchased Shares being purchased by such Purchaser
pursuant to Section 1.3(b);

                  (ii) a  Warrant  Certificate  in the form  attached  hereto as
Exhibit  B in the  name  of  such  Purchaser  representing  the  Warrants  being
purchased by such Purchaser pursuant to Section 1.3(b);

                  (iii) a counterpart of the Registration  Rights Agreement,  in
the form attached hereto as Exhibit C (the "Rights Agreement"), duly executed by
the Company and the other shareholders of the Company party thereto;

                  (iv) evidence,  satisfactory to such Purchaser,  of the filing
of the Certificate of  Determination,  in the form attached hereto as Exhibit D,
with the Secretary of State of the State of California;

                  (v) a certificate  of the Secretary of the Company dated as of
such Closing Date,  certifying:  (A) the Company's Amended and Restated Articles
of  Incorporation,  Certificate of Determination and Bylaws, as in effect on the
date hereof, as true and complete and attaching certified copies of same; (B) as
to the incumbency and genuineness of the specimen  signatures of each officer of
the Company  executing any of the  Documents;  (C) the  resolutions of the Board
authorizing  the  execution,  delivery and  performance of the Documents and the
consummation of the transactions  contemplated thereby, as true and complete and
attaching  copies of same  (including  but not  limited to the  issuance  of the
Purchased  Shares,  the Warrants and the  Underlying  Shares);  and (D) that all
consents,  approvals  and other  actions of, and notices and filings  with,  all
entities  and  persons  as may be  necessary  or  required  with  respect to the
execution of the parties of the  transactions  contemplated  thereby,  have been
obtained or made;

                  (vi) a good standing  certificate,  as of a date not more than
ten (10) days prior to such Closing  Date,  issued by the  Secretary of State of
the State of California  and such other  jurisdictions  in which the Company and
its Subsidiaries may be duly organized or qualified;

                  (vii)      executed       employment       agreements      and
inventions/confidentiality  agreements  for each of Steve  Racoosin,  Thomas  L.
Collins,  Fred  Lundberg  and  David  Rane,  in form  and  substance  reasonably
satisfactory to the Purchasers;


                                       3
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                  (viii)  director   resignation  letters  from  each  of  Steve
Racoosin  and  Fred  Lundberg  (such  resignations  not  to  take  effect  until
immediately  prior  to  the  election  or  appointment  of the  directors  to be
nominated  by the  holders of the Series A Preferred  Stock as  provided  for in
Section 5.3);

                  (ix) a legal opinion of Troy & Gould substantially in the form
attached hereto as Exhibit D; and

                  (x) such other  documents  as the  Purchasers  may  reasonably
request.

            (b) As a condition to the Company's obligation to sell the Purchased
Securities to each Purchaser, at each Closing all representations and warranties
set forth in Article IV shall be true and correct in all material  respects,  in
each case, as of the date of this Agreement, and each Purchaser shall deliver to
the Company:

                  (i) the  Purchase  Price for the  Purchased  Securities  being
purchased by such Purchaser pursuant to Section 1.3(b);

                  (ii) a counterpart of the Rights  Agreement,  duly executed by
such Purchaser; and

                  (iii) a duly executed Form W-9 or W-8, as appropriate.

                                  ARTICLE III:
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      Except as set forth on the  Disclosure  Schedule  attached  hereto,  or as
disclosed in any of the SEC Reports,  the Company represents and warrants to the
Purchasers as of the date hereof and as of each Closing Date as follows:

      3.1 Subsidiaries; Organization; Good Standing; Qualification and Power.

            (a) The Company has the  subsidiaries  (each a "Subsidiary")  as set
forth in the SEC Reports  (as defined  below).  The  Company  owns,  directly or
indirectly,  all of the capital stock of each Subsidiary,  free and clear of any
liens,  and all of the issued and  outstanding  shares of capital  stock of each
Subsidiary are duly authorized,  validly issued, fully paid,  non-assessable and
free of preemptive and similar rights to subscribe for or purchase securities.

            (b) The  Company  and each  Subsidiary  is duly  organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation or organization  (as applicable),  has all requisite power to own,
lease and operate its Assets and to carry on its  business  as  presently  being
conducted,  and is  qualified  to do  business  and in good  standing  in  every
jurisdiction  in which the  failure to so qualify or be in good  standing  would
have a Material Adverse Effect.


                                       4
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      3.2 Authorization.

            (a) The Company has all requisite power and authority to execute and
deliver each Document and any and all  instruments  necessary or  appropriate in
order to  effectuate  fully the terms and  conditions  of each  Document and all
related  transactions and to perform its obligations  under each Document.  Each
Document  has  been  duly  authorized  by  all  necessary   action   (corporate,
shareholder  or otherwise) on the part of the Company,  and no further action is
required by the Company in connection therewith, and each Document has been duly
executed and  delivered by the Company,  and  constitutes  the valid and legally
binding obligation of the Company,  enforceable in accordance with its terms and
conditions,  except as  enforceability  thereof may be limited by any applicable
bankruptcy, reorganization, insolvency or other Laws affecting creditors' rights
generally or by general principles of equity.

            (b) The authorization,  issuance, sale and delivery of the Purchased
Securities  and the  Underlying  Shares and the  execution  and  delivery of the
Documents and the performance by the Company of its obligations  thereunder have
each  been  authorized  by  all  requisite  action  (corporate,  shareholder  or
otherwise),  and no further  action is  required  by the  Company in  connection
therewith.

      3.3 Non-contravention.

            The  execution,  delivery  and  performance  by the  Company  of the
Documents,  the  consummation  of  the  transactions  contemplated  thereby  and
compliance  with  the  provisions  thereof,  including  the  issuance,  sale and
delivery of the Purchased  Securities and upon  conversion or exercise  thereof,
the issuance of the Underlying  Shares,  have not and shall not, (a) violate any
Law to which any Assets of the Company or any Subsidiary is subject, (b) violate
any provision of the Company's  Amended and Restated  Articles of  Incorporation
and/or Bylaws or of a  Subsidiary's  certificate  or articles of  incorporation,
bylaws or other organizational  documents, (c) conflict with, result in a breach
of,  constitute a default under,  result in the  acceleration  of, create in any
party the right to  accelerate,  terminate,  modify or cancel,  or  require  any
notice under any contract,  decree,  judgment or order to which the Company or a
Subsidiary  is a  party  or by  which  any of the  Assets  of the  Company  or a
Subsidiary is bound, or (d) result in the imposition of any Lien upon any of the
Assets of the Company or Subsidiary,  except in the case of clause (c) or (d) as
would not have a Material Adverse Effect.  To the Company's  knowledge,  neither
the Company  nor any of its  Subsidiaries  is in  violation  of its  Articles of
Incorporation, By-laws or other organizational documents and neither the Company
nor any of its  Subsidiaries is in default (and no event has occurred which with
notice or lapse of time or both could put the Company or any of its Subsidiaries
in default) under, and neither the Company nor any of its Subsidiaries has taken
any action or failed to take any action  that would give to others any rights of
termination,   amendment,   acceleration  or  cancellation  of,  any  agreement,
indenture or  instrument  to which the Company or any of its  Subsidiaries  is a
party or by which any Assets of the Company or any of its  Subsidiaries is bound
or affected,  except for possible defaults as would not,  individually or in the
aggregate,  have a Material  Adverse  Effect.  To the Company's  knowledge,  the
businesses  of the Company and its  Subsidiaries  are not being  conducted,  and
shall  not be  conducted  so  long  as a  Purchaser  owns  any of the  Purchased
Securities,  in violation of any law,  rule or  regulation  of any  Governmental
Entity,  except as would  not have a  Material  Adverse  Effect.  Other  than as
specifically  contemplated  by this  Agreement and as required by the Securities
Act and any state  securities  laws, the Company has not been nor is required to
give any notice to, make any filing with, or obtain any  authorization,  consent
or approval of any  Governmental  Entity,  self regulatory  organization,  stock
market or any other Person for the valid authorization, issuance and delivery of
the Purchased  Securities and Underlying Shares or the authorization,  execution
and delivery of the Documents.


                                        5
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      3.4 Capitalization of the Company.

            (a)  Immediately  upon  consummation  of the  Initial  Closing,  the
authorized capital stock of the Company shall consist of:

                  (i) 100,000,000  shares of Common Stock,  of which  24,413,692
shares will be issued and outstanding,  9,100,000 shares of which will have been
reserved for issuance upon conversion in full of the Purchased Shares (including
shares of Series A Preferred  Stock  issuable as dividends  thereon) and 600,000
shares of which will have been  reserved for issuance  upon  exercise in full of
the Warrants; and

                  (ii)  10,000,000  shares of  Preferred  Stock,  9.1 million of
which shares will be designated Series A Preferred Stock.

            (b)  Except  as  contemplated  by  the  Documents,  there  are,  and
immediately after consummation of each Closing there will be, no (i) outstanding
warrants,  options,  calls,  agreements,  convertible  securities,  exchangeable
securities or other commitments or instruments  pursuant to which the Company is
or may  become  obligated  to issue or sell any shares of its  capital  stock or
other securities,  or (ii) preemptive  right,  right of first refusal or similar
rights, of any character whatsoever,  to purchase or otherwise acquire shares of
the capital stock or other  securities of the Company  pursuant to any provision
of Law, the Company's Bylaws or equivalent document or any contract to which the
Company or, to the Company's  knowledge,  any shareholder of the Company thereof
is a party;  and,  except as  contemplated  by the  Documents,  there  is,  and,
immediately  after the  consummation of the Closing there will be, no Lien (such
as a right of first refusal,  right of first offer,  proxy, voting trust, voting
agreement,  etc.)  with  respect  to the sale or voting of shares of  capital or
securities of the Company (whether outstanding or issuable).

            (c) All shares of the capital stock and other  securities  issued by
the Company (i) have been duly  authorized  and validly  issued,  (ii) are fully
paid and  nonassessable and (iii) have been issued in transactions in accordance
with  applicable  Laws  governing  the sale and purchase of  securities  and any
preemptive rights and rights of first refusal.

      3.5 Financial Statements and Liabilities.

            (a) As of their respective  dates,  the financial  statements of the
Company included in the SEC Reports complied as to form in all material respects
with applicable accounting  requirements and the published rules and regulations
of the SEC with respect thereto. Such financial statements have been prepared in
accordance  with  United  States  generally  accepted   accounting   principles,
consistently  applied,  during  the  periods  involved  (except  (i)  as  may be
otherwise  indicated in such financial  statements or the notes thereto, or (ii)
in the case of unaudited interim statements,  to the extent they may not include
footnotes or may be condensed or summary  statements)  and fairly present in all
material  respects the  consolidated  financial  position of the Company and its
consolidated  Subsidiaries as of the dates thereof and the consolidated  results
of their  operations and cash flows for the periods then ended (subject,  in the
case of unaudited statements, to normal year-end audit adjustments).


                                       6
<PAGE>

            (b)  The  Company  and  its   Subsidiaries   have  no  liability  or
obligation,   absolute  or  contingent   (individually  or  in  the  aggregate),
including,  without limitation,  any tax liability due and payable, which is not
reflected on the Balance Sheet,  other than (i) liabilities and obligations that
would  not be  required  to be  included  since  the date of the  Balance  Sheet
reflected on  financial  statements  prepared in  accordance  with GAAP,  which,
individually or in the aggregate, are not material to the financial condition or
operating  results of the Company,  or (ii) legal and fundraising costs incurred
in connection with the transactions  contemplated  hereby,  or (iii) liabilities
that may have arisen in the ordinary course of the Company's business consistent
with past practice, which, individually or in the aggregate, are not material to
the financial condition or operating results of the Company.

            (c) Subsequent to the date of the financial statements,  none of the
Company and any of its Subsidiaries has made or changed any election, changed an
annual accounting period,  adopted or changed any accounting  method,  filed any
amended Tax Return, entered into any closing agreement, settled any Tax claim or
assessment,  surrendered any right to claim a refund of Taxes,  consented to any
extension or waiver of the  limitations  period  applicable  to any Tax claim or
assessment or taken any other similar  action  relating to the filing of any Tax
Return or the payment of any Tax.

      3.6 Legal Compliance.

      The Company and its  Subsidiaries  have complied in all Material  respects
with, all applicable Laws, Orders and permits,  and no Proceeding is pending or,
to the Company's knowledge, threatened, alleging any failure to so comply.

      3.7 Litigation.

            (a) Except as  disclosed  in the SEC  Reports or as would not have a
Material  Adverse  Effect,  individually  or  in  the  aggregate,  there  is  no
Proceeding pending or, to the Company's knowledge,  threatened by or against, or
affecting  the  Assets  of,  the  Company  (or any of its  predecessors)  or the
Subsidiaries,  and the Company and the  Subsidiaries are not bound by any Order.
No Proceeding  pending or threatened by or against,  or affecting the Assets of,
the  Company  (or any of its  predecessors)  or the  Subsidiaries  will or could
reasonably be expected to result in a Material Adverse Change.

            (b) Neither the Company nor any Subsidiary, nor, to the knowledge of
the Company, any director or officer thereof who has served as such since August
24,  2004,  is or has been the  subject of any  Proceeding  involving a claim of
violation of or liability  under federal or state  securities laws or a claim of
breach of fiduciary duty. To the knowledge of the Company,  there is not pending
or contemplated,  any  investigation by the Commission  involving the Company or
any current or former director or officer of the Company. Since August 24, 2004,
the  Commission  has not  issued any stop order or other  order  suspending  the
effectiveness  of  any  registration  statement  filed  by  the  Company  or any
Subsidiary under the Exchange Act or the Securities Act.


                                       7
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      3.8 Environment, Safety and Permits.

            (a) The Company and each of its Subsidiaries is in possession of all
franchises,  grants,  authorizations,  licenses, permits, easements,  variances,
exemptions, consents, certificates, approvals and orders necessary to own, lease
and  operate  its  properties  and to carry on its  business  as it is now being
conducted (collectively,  the "Company Permits"), and there is no action pending
or,  to the  knowledge  of  the  Company,  threatened  regarding  suspension  or
cancellation  of any of the Company  Permits,  except in each case as would not,
individually or in the aggregate,  have a Material  Adverse Effect.  Neither the
Company  nor any of its  Subsidiaries  is in  conflict  with,  or in  default or
violation  of,  any of the  Company  Permits,  except  for any  such  conflicts,
defaults or violations which, individually or in the aggregate, would not have a
Material Adverse Effect.  Since August 24, 2004,  neither the Company nor any of
its  Subsidiaries  has  received  any  notification  with  respect  to  possible
conflicts,  defaults  or  violations  of  applicable  laws,  except for  notices
relating  to  possible  conflicts,  defaults  or  violations,  which  conflicts,
defaults or violations would not have a Material Adverse Effect.

            (b)  Except  as   disclosed   in  Schedule  3.8  or  as  would  not,
individually or in the aggregate, have a Material Adverse Effect:

                  (i) The Company and its  Subsidiaries  hold and formerly held,
and are and have been, in compliance with, all Environmental Permits;

                  (ii) The Company and its  Subsidiaries  are,  and have been in
compliance with all applicable Environmental Laws;

                  (iii)  Neither  the Company  nor any of its  Subsidiaries  has
received  any  Environmental  Claim,  and the  Company is not  aware,  after due
inquiry,  of  any  threatened  Environmental  Claim  or  of  any  circumstances,
conditions  or events  that  could  reasonably  be  expected  to give rise to an
Environmental Claim against the Company or any of the Subsidiaries;

                  (iv)  There  are  no  (1)  underground   storage  tanks,   (2)
polychlorinated  biphenyls,  (3) asbestos or asbestos-containing  materials, (4)
urea-formaldehyde   insulation,   (5)  sumps,  (6)  surface  impoundments,   (7)
landfills,  (8) sewers or septic systems or (9) Hazardous  Substances present at
any facility currently or formerly owned, leased,  operated or otherwise used by
the Company and/or any of the Subsidiaries  that could reasonably be expected to
give rise to  liability  of any of the  Company  or its  Subsidiaries  under any
Environmental Laws;

                  (v) There are no past  (including,  without  limitation,  with
respect  to assets or  businesses  formerly  owned,  leased or  operated  by the
Company or any Subsidiary) or present actions, activities, events, conditions or
circumstances,  including without  limitation the release,  threatened  release,
emission,  discharge  generation,  treatment,  storage or disposal of  Hazardous
Substances,  that could  reasonably be expected to give rise to liability of the
Company  or any  Subsidiary  under any  Environmental  Laws or any  contract  or
agreement;


                                       8
<PAGE>

                  (vi)  No  modification,  revocation,  reissuance,  alteration,
transfer,  or  amendment  of the  Company's  or any  Subsidiary's  Environmental
Permits, or any review by, or approval of, any third party of such Environmental
Permits is  required  in  connection  with the  execution  or  delivery  of this
Agreement or the  consummation of the  transactions  contemplated  hereby or the
continuation  of the business of the Company or any  Subsidiary  following  such
consummation;

                  (vii)   Hazardous   Substances   have  not   been   generated,
transported, treated, stored, disposed of, released or threatened to be released
at, on, from or under any of the properties or facilities  currently or formerly
owned, leased or otherwise used, including without limitation for receipt of the
Company's  or any  Subsidiary's  wastes,  by the Company or any  Subsidiary,  in
violation of or in a manner or to a location  that could  reasonably be expected
to give rise to liability under any Environmental Laws;

                  (viii)   Neither   the   Company   nor  any   Subsidiary   has
contractually  assumed any  liabilities or obligations  under any  Environmental
Laws;

                  (ix) The Company and each of the Subsidiaries  have accrued or
otherwise provided, in accordance with and as required by GAAP, for all damages,
liabilities, penalties or costs that they may incur in connection with any claim
pending  or  threatened  against  them,  or any  requirement  that  is or may be
applicable  to them,  under any  Environmental  Laws,  and such accrual or other
provisions is reflected in the Company's most recent financial statements.

      3.9 Offering Exemption.

      Based in part upon and assuming the accuracy of the representations of the
Purchasers  in Article IV, the  offering,  sale and  issuance  of the  Purchased
Securities  have been,  are,  and will be,  exempt from  registration  under the
Securities Act, and such offering, sale and issuance is, and the issuance of the
Underlying Shares upon conversion of the Purchased Securities or exercise of the
Warrants,  as the case may be, will be exempt from registration under applicable
state  securities  and "blue sky" laws.  The  Company  has made or will make all
requisite filings and has taken or will take all action necessary to be taken to
comply with such state securities or "blue sky" laws.

      3.10 Ownership of Purchased Securities.

      Upon issuance and delivery of the Purchased Securities (and the Underlying
Shares upon conversion or exercise  thereof) to each Purchaser  pursuant to this
Agreement in consideration of the Purchasers'  payments therefor,  the Purchased
Securities and Underlying Shares will be duly and validly issued, fully paid and
non-assessable,  free and clear of all Liens and encumbrances or restrictions on
transfer,  other than (i)  restrictions  on transfer  set forth herein or in the
Documents,  and (ii) any liens,  charges or encumbrances created by a Purchaser.
The delivery of the Purchased  Securities to each  Purchaser at each Closing and
the  delivery  of the  Underlying  Shares  upon  conversion  or  exercise of the
Purchased  Securities  will  transfer  good and valid  title to, and  beneficial
ownership of, the Purchased  Securities and the Underlying Shares, other than as
a result of any encumbrances, Liens and claims described in clauses (i) and (ii)
of the preceding  sentence.  The issuance and sale of the  Purchased  Securities
pursuant  hereto (and the issuance of the Underlying  Shares upon the conversion
or exercise  thereof) will not give rise to any  preemptive  rights or rights of
first refusal that have not been complied with or waived.


                                       9
<PAGE>

      3.11 Securities Filings.

      Since  August 24,  2004,  the  Company has filed with the  Securities  and
Exchange  Commission  (the  "Commission")  all  documents  (the  "SEC  Reports")
required to be filed by it under the Securities  Exchange Act of 1934 as amended
(the "Exchange Act").  Each such SEC Report,  at the time of its filing,  was in
compliance with the requirements of its respective form as in effect on the date
such  document  was  filed  and  neither  the SEC  Reports,  nor  the  financial
statements  (and the notes  thereto)  included  therein,  contained  any  untrue
statement of a material  fact or omitted to state a material fact required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under which they were made, not misleading,  except to the extent
superseded by an SEC Report filed subsequently and prior to the date hereof.

      3.12 Transactions With Affiliates And Employees.

      Except as set forth in the SEC Reports,  none of the officers or directors
of the Company and, to the  knowledge of the Company,  none of the  employees of
the  Company is  presently  a party to any  transaction  with the Company or any
Subsidiary  (other than for  services as  employees,  officers  and  directors),
including  any  contract,  agreement  or  other  arrangement  providing  for the
furnishing  of  services  to or by,  providing  for  rental of real or  personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director or such  employee or, to the  knowledge  of the Company,  any entity in
which any officer,  director, or any such employee has a substantial interest or
is an officer,  director,  trustee or partner, in each case in excess of $60,000
other than (a) for payment of salary or consulting  fees for services  rendered,
(b)  reimbursement  for  expenses  incurred on behalf of the Company and (c) for
other  employee  benefits,  including  stock option  agreements  under any stock
option plan of the Company.

      3.13 Internal Accounting Controls.

      The Company has established disclosure controls and procedures (as defined
in Exchange  Act Rules  13a-14 and 15d-14)  for the  Company and  designed  such
disclosure controls and procedures to ensure that material  information relating
to the Company,  including  its  Subsidiaries,  is made known to the  certifying
officers by others  within  those  entities,  particularly  during the period in
which  the  Company's  Form  10-KSB  or  10-QSB,  as the case  may be,  is being
prepared.  The Company's certifying officers have evaluated the effectiveness of
the  Company's  disclosure  controls and  procedures as of a date within 90 days
prior to the filing date of the most recently  filed  periodic  report under the
Exchange Act (such date, the "Evaluation  Date").  The Company  presented in its
most recently filed Form 10-KSB or Form 10-QSB the conclusions of the certifying
officers about the effectiveness of the disclosure controls and procedures based
on their evaluations as of the Evaluation Date. Since the Evaluation Date, there
have been no  significant  changes in the Company's  internal  controls (as such
term is defined in Item 307(b) of Regulation S-K under the Exchange Act).  There
has been no disclosure to the Company's  Board,  Audit  Committee or independent
auditors of any significant  deficiencies or material  weakness in the design or
operation of interim  controls over  financial  reporting  requiring  corrective
action,  any  fraud  that  involves  management  or other  employees  who have a
significant role in the Company's or any  Subsidiary's  internal  controls,  any
material complaints or claims made relating to the Company's or any Subsidiary's
internal accounting  controls,  and any report by any attorney  representing the
Company or any of its  Subsidiaries  of a material  violation  of Law or similar
matters  (provided  that the foregoing  representations  shall be limited to the
knowledge  of the Company  with  respect to any of the  foregoing  that may have
occurred prior to August 24, 2004).


                                       10
<PAGE>

      3.14 Listing And Maintenance Requirements.

            (a) The  Company's  Common Stock is  registered  pursuant to Section
12(g) of the Exchange  Act, and the Company has taken no action  designed to, or
which  to its  knowledge  is  likely  to have the  effect  of,  terminating  the
registration  of the Common  Stock  under the  Exchange  Act nor has the Company
received any notification that the Commission is contemplating  terminating such
registration.

            (b) To the Company's  knowledge,  the Company is not in violation of
the listing  requirements of the  Over-the-Counter  Bulletin Board (the "OTCBB")
and does not reasonably anticipate that the Common Stock will be delisted by the
OTCBB in the foreseeable future. The Company and its Subsidiaries are unaware of
any facts or circumstances which might give rise to any of the foregoing.

      3.15 No Integrated Offering.

      Neither the Company,  nor, to the  knowledge  of the  Company,  any of its
affiliates,  nor any  Person  acting on its or their  behalf  has,  directly  or
indirectly,  made any offers or sales of any security or solicited any offers to
buy any  security,  under  circumstances  that would cause this  offering of the
Purchased  Securities to be integrated  with prior  offerings by the Company for
purposes  of  the  Securities  Act  or  any  applicable   shareholder   approval
provisions,  including,  without limitation,  under the rules and regulations of
any exchange or automated quotation system on which any of the securities of the
Company are listed or designated.

      3.16 No Investment Company.

      The  Company  is not,  and upon  the  issuance  and sale of the  Purchased
Securities as contemplated by this Agreement will not be an "investment company"
required  to be  registered  under  the  Investment  Company  Act  of  1940  (an
"Investment Company"). The Company is not controlled by an Investment Company.

      3.17 Insurance.

      The  Company  and each of its  Subsidiaries  are  insured by  insurers  of
recognized  financial  responsibility  against such losses and risks and in such
amounts as management of the Company believes to be prudent and customary in the
businesses in which the Company and its  Subsidiaries  are engaged.  Neither the
Company nor any such  Subsidiary  has any reason to believe  that it will not be
able to renew its existing  insurance coverage as and when such coverage expires
or to obtain  similar  coverage  from  similar  insurers as may be  necessary to
continue its business at a cost that would not have a Material Adverse Effect.


                                       11
<PAGE>

      3.18 Labor Relations.

            (a) No material  labor  dispute  exists or, to the  knowledge of the
Company,  is imminent with respect to any of the employees of the Company or any
of its  Subsidiaries  or  any  unfair  practice  which,  individually  or in the
aggregate, would result in a Material Adverse Effect.

            (b) Except as described in the Schedules, (i) there has been no work
stoppage  due  to  labor  disagreements   experienced  by  the  Company  or  any
Subsidiary,  (ii) no written  notice  has been  received  from any  Governmental
Entity of any unfair  labor  practice  charge or  complaint  against the Company
pending or threatened  before the National  Labor  Relations  Board or any other
Governmental  Entity  with  respect  to  the  employees  of the  Company  or any
Subsidiary  and (iii) there is no labor  strike,  slowdown or stoppage  actually
pending or, to the  Company's  knowledge,  threatened  by the  employees  of the
Company or any  Subsidiary  against or affecting the Company or any  Subsidiary,
except in any such case set forth in clauses  (i)  through  (iii) above as would
not, individually or in the aggregate, have a Material Adverse Effect.

      3.19 Taxes.

            (a) Since August 24, 2004, each of the Company and its  Subsidiaries
has timely filed all Tax Returns  that it was required to file under  applicable
laws and regulations. All such Tax Returns are true, correct and complete in all
Material  respects and were prepared in Material  compliance with all applicable
laws and  regulations.  All Taxes due,  owed by, or with  respect to, any of the
Company  and its  Subsidiaries  (whether or not shown or  reportable  on any Tax
Return)  with  respect  to any  period  ending  on or  prior to the date of this
Agreement  have been timely paid. The amount of the liability of the Company and
each of its  Subsidiaries  for unpaid Taxes for all periods  ending on or before
the Closing Date shall not, in the  aggregate,  exceed the amount of the current
liability  accruals for Taxes  (excluding  reserves for deferred  Taxes) as such
accruals  are  reflected  on the  face of the  Balance  Sheet,  as  adjusted  in
accordance with past custom and practice for operations and  transactions in the
ordinary course of business of the Company and its  Subsidiaries  since the date
of the Balance Sheet.  Since the date of the Balance Sheet,  neither the Company
nor any of its  Subsidiaries  has incurred any  liability for Taxes arising from
extraordinary gains or losses outside the ordinary course of business.

            (b) The Company and each of its Subsidiaries has properly classified
for Tax purposes all employees,  consultants,  independent contractors and other
service providers,  and has timely made all filings and has withheld,  deposited
and paid all Taxes required to have been filed,  withheld,  deposited or paid in
connection  with  services  provided by such persons or in  connection  with any
amounts  paid or owing to any  other  person.  To the  Company's  knowledge,  no
deficiencies  for any Tax have been  assessed  against the Company or any of its
Subsidiaries,  none of the Company or any of its  Subsidiaries  has received any
notice of deficiency or proposed adjustment for any Taxes proposed,  asserted or
assessed by any Taxing authority against the Company or any of its Subsidiaries,
and no Tax  Return  of the  Company  or any of its  Subsidiaries  has ever  been
audited and, to the  knowledge of the Company and its  officers,  directors  and
employees,  there is no such audit  pending or  contemplated.  There is no Lien,
whether  imposed by any federal,  state,  local or foreign  Taxing  authority or
otherwise, outstanding against the assets, properties or business of the Company
or any of its  Subsidiaries,  other than any Lien for current  Taxes not yet due
and payable. To the Company's knowledge, no claim has been made since August 24,
2004  by  any  authority  in a  jurisdiction  where  the  Company  or any of its
Subsidiaries  does not file Tax Returns that it is or may be subject to Taxation
by that jurisdiction. Neither the Company nor any of its Subsidiaries has waived
any statute of  limitations  in respect of Taxes or agreed to any  extension  of
time with respect to a Tax assessment or deficiency, since August 24, 2004.


                                       12
<PAGE>

            (c) None of the  Company  and its  Subsidiaries  will be required to
include any item of income in, or exclude any item of  deduction  from,  taxable
income for any taxable period (or portion thereof) ending after the Closing Date
as a result of any:  (A)  change in method of  accounting  for a taxable  period
ending on or prior to the Closing Date; (B) "closing  agreement" as described in
Code Section 7121 (or any corresponding or similar provision of state,  local or
foreign  income  Tax  law)  executed  on or  prior  to  the  Closing  Date;  (C)
intercompany  transactions  or any excess  loss  account  described  in Treasury
Regulations  under Code Section 1502 (or any  corresponding or similar provision
of state,  local or  foreign  income  Tax  law);  (D)  installment  sale or open
transaction disposition made on or prior to the Closing Date; (E) recapture of a
pre-Closing  Tax  benefit;  or (F)  prepaid  amount  received on or prior to the
Closing  Date.  No item  of  income  or  gain  reported  by the  Company  or any
Subsidiary of the Company for financial  accounting  purposes in any pre-Closing
period is required to be included in Taxable income for a post-Closing period.

            (d)  To  the  Company's  knowledge,  neither  the  Company  nor  any
Subsidiary  of the Company has any  liability  for or any  obligation to pay the
Taxes of any person under Treasury  Regulation  Section 1.1502-6 (or any similar
provision of state,  local or foreign law),  as a transferee  or  successor,  by
contract,  pursuant to a Tax sharing agreement,  indemnification or guaranty, or
otherwise.  Neither the Company  nor any  Subsidiary  of the Company has filed a
consent under Section 341(f) of the Code concerning collapsible corporations, or
agreed to have  Section  341(f)(2)  of the Code apply to any  disposition  of an
asset owned by the Company or any of its  Subsidiaries.  Neither the Company nor
any of its Subsidiaries is, or during the applicable period specified in Section
897(c)(1)(A)(ii)  of the Code has ever  been,  a  United  States  real  property
holding  corporation  within the  meaning of  Section  897(c)(2)  of the Code (a
"USRPHC").  The use of the proceeds of the sale of the Purchased  Securities and
any other  actions by the Company or its  Subsidiaries  in  connection  with the
transactions  contemplated  hereby  will not  trigger a  Determination  Date (as
defined in Section 5.6 below) or cause the Company to qualify as a USRPHC.  None
of the Company nor any of its Subsidiaries has engaged in any listed transaction
as set forth in written  guidance  or a notice  issued by the  Internal  Revenue
Service.  None of the  Company  nor its  Subsidiaries  are  foreign  entities or
conduct business in a foreign country.

      3.20 No Brokers.

            Except for Harris Williams Advisors,  Inc. and Chadbourn Securities,
Inc.,  whose fees and expenses are the sole  responsibility  of the Company,  no
broker or finder has acted  directly or indirectly for the Company in connection
with this Agreement or the transactions  contemplated  hereby,  and no broker or
finder is  entitled to any  brokerage  or finder's  fee or other  commission  in
respect thereof based in any way on agreements,  arrangements or  understandings
made by or on behalf of the Company.  The Company may,  however,  be responsible
for the payment of fees and  expenses to other  finders in  connection  with the
Additional Closing.


                                       13
<PAGE>

      3.21 Reliance.  The Company  understands  and confirms that the Purchasers
will rely on the  representations  and covenants  contained in this Agreement in
acquiring the Purchased Securities.

      3.22 Employee Benefits.

            (a) The  Company  and its ERISA  Affiliates  have  performed  in all
material  respects all  obligations  required to be performed by them under each
Employee Plan, and each Employee Plan has been established and maintained in all
Material  respects in accordance with its terms and in Material  compliance with
all applicable laws, statutes, orders, rules and regulations,  including but not
limited to ERISA,  the Code,  COBRA, and HIPAA. Any Employee Plan intended to be
qualified  under Section  401(a) of the Code and each trust  intended to qualify
under  Section  501(a)  of the  Code has  obtained  a  favorable  determination,
notification, advisory and/or opinion letter, as applicable, as to its qualified
status from the IRS.  For each  Employee  Plan that is intended to be  qualified
under Section 401(a) of the Code, to the Company's knowledge,  there has been no
event,  condition or  circumstance  that has adversely  affected or is likely to
adversely affect such qualified status. No "prohibited  transaction," within the
meaning of Section  4975 of the Code or Sections  406 and 407 of ERISA,  and not
otherwise  exempt under  Section 408 of ERISA,  has occurred with respect to any
Employee  Plan.  There  are no  actions,  suits or  claims  pending,  or, to the
knowledge of the Company,  threatened  (other than routine  claims for benefits)
against any Employee Plan or against the assets of any Employee Plan.  There are
no audits,  inquiries or proceedings pending or, to the knowledge of the Company
or any ERISA Affiliates, threatened by the IRS or DOL, or any other governmental
authority with respect to any Employee  Plan.  Neither the Company nor any ERISA
Affiliate is subject to any Material penalty or tax with respect to any Employee
Plan under  Section  502(i) of ERISA or Sections  4975 through 4980 of the Code.
The Company and each ERISA  Affiliate  have  timely made all  contributions  and
other payments required by and due under the terms of each Employee Plan.

            (b) Neither the Company nor any ERISA Affiliate has ever maintained,
established,  sponsored,  participated  in, or contributed  to, any Pension Plan
which  is  subject  to  Title  IV of  ERISA  or  Section  412 of the Code or any
Multiemployer Plan.

            (c) No Employee Plan or employment  agreement provides,  or reflects
or represents any liability to provide,  retiree  benefits to any person for any
reason,  except as may be required by COBRA or other applicable statute, and the
Company has not represented,  promised or contracted (whether in oral or written
form) to any Company Employee (either  individually or to Company Employees as a
group) or any other person that such Company  Employee(s)  or other person would
be provided with retiree benefits, except to the extent required by statute.

            (d) Neither the  Company nor any of its  Subsidiaries  is a party to
any agreement,  plan,  arrangement  or other  contract  covering any employee or
independent  contractor  or former  employee  or  independent  contractor  that,
considered   individually  or  considered   collectively  with  any  other  such
contracts,  would reasonably be expected to, give rise directly or indirectly to
the payment of any amount that would not be deductible  pursuant to Section 280G
or Section 162(m) the Code (or any comparable  provision of state or foreign tax
laws).  All Employee  Plans which are subject to Section 409A of the Code are in
Material compliance with Section 409A.


                                       14
<PAGE>

                                  ARTICLE IV:
                REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

      Each Purchaser,  individually and not jointly,  represents and warrants to
the Company as of the date hereof and as of each Closing Date, as follows:

      4.1 Authority.

      Such  Purchaser  has full power and authority to enter into and to perform
this Agreement and the Documents to which it is a party in accordance with their
terms and to consummate the transactions  contemplated hereby and thereby.  This
Agreement  and the  Documents to which it is a party have been duly executed and
delivered by such Purchaser and constitute valid and binding obligations of such
Purchaser each of which are enforceable in accordance with its respective  terms
and  conditions,  except as the  enforceability  thereof  may be  limited by any
applicable  bankruptcy,  reorganization,  insolvency  or  other  laws  affecting
creditor's  rights  generally  or by  general  principles  of  equity.  To  such
Purchaser's  knowledge,  the  execution  and  performance  of  the  transactions
contemplated  by this  Agreement  and the Documents  and  compliance  with their
provisions  by such  Purchaser:  (i)  will  not  violate  any  provision  of Law
applicable to such  Purchaser;  and (ii) will not conflict with or result in any
breach of any of the material terms,  conditions or provisions of, or constitute
a default under such Purchaser's partnership agreement, certificate of formation
or operating agreement,  or any indenture,  lease, agreement or other instrument
to which such  Purchaser is a party or by which it or any of its  properties  is
bound, or any decree, judgment, order, statute, rule or regulation applicable to
such Purchaser, which, in any such case would impair such Purchaser's ability to
purchase  the  Purchased  Securities  or otherwise  comply with its  obligations
hereunder.

      4.2 Experience.

      Such  Purchaser  is  an  "accredited   investor"  within  the  meaning  of
Regulation D promulgated  by the  Commission  under the  Securities  Act and, by
virtue of its  experience  in  evaluating  and  investing  in private  placement
transactions of securities in companies  similar to the Company,  such Purchaser
is capable of evaluating  the merits and risks of its  investment in the Company
and has the capacity to protect its own interests. Such Purchaser has had access
to the Company's  senior  management and has had the opportunity to conduct such
due diligence review as it has deemed appropriate  provided,  however,  that the
foregoing shall not alter,  diminish or impair such Purchaser's right or ability
to rely upon any of the  representations  or warranties of the Company contained
herein.

      4.3 Investment.

      Such  Purchaser  has not been formed solely for the purpose of making this
investment  (or, if it has been so formed,  all of the owners of such  Purchaser
are  themselves  accredited  investors),  and such  Purchaser is  acquiring  the
Purchased  Securities for  investment  for its own account,  not as a nominee or
agent,  and not  with the  view  to,  or for  resale  in  connection  with,  any
distribution  of any  part  thereof,  provided,  however,  that  by  making  the
representations  herein,  such  Purchaser  does  not  agree  to hold  any of the
Purchased  Securities  for any minimum or other  specific  term and reserves the
right to dispose of the Purchased  Securities at any time in accordance  with or
pursuant to a registration statement or otherwise in compliance with federal and
state securities laws. Such Purchaser  understands that the Purchased Securities
and the Underlying  Shares have not been registered  under the Securities Act or
applicable  state and other  securities  laws by reason of a specific  exemption
from the registration  provisions of the Securities Act and applicable state and
other  securities  laws,  the  availability  of which depends upon,  among other
things,  the bona fide nature of the investment  intent and the accuracy of such
Purchaser's representations as expressed herein.


                                       15
<PAGE>

                                   ARTICLE V:
                              ADDITIONAL AGREEMENTS

      5.1 Survival of Representations, Warranties and Agreements.

      All  representations  and  warranties  contained  herein shall survive the
Initial  Closing  for a period  of 24 months  (except  any  representations  and
warranties regarding USRPHC, which shall survive for so long as Trellus Offshore
Fund  Limited  owns any  shares  of the  Company's  equity  securities)  and all
covenants and agreements  contained herein shall survive until fully discharged.
All  representations,  warranties,  covenants and agreements  made herein by the
Company or in any  certificate  delivered at a Closing shall be deemed  Material
and to have been relied upon by the Purchasers.

      5.2 Transaction Expenses and Taxes.

            (a) The Company and each Purchaser  shall bear all of its respective
expenses in connection  with the  negotiation,  preparation and execution of the
Documents,  except that the Company  shall  reimburse the  Purchasers  for their
reasonable and documented  legal fees incurred in connection  herewith,  up to a
maximum aggregate reimbursement of $30,000.

            (b) All sales,  use,  transfer,  stamp (including  documentary stamp
taxes,  if  any),  excise,  recording,  franchise  and  other  similar  taxes or
governmental charges with respect to the securities issued pursuant hereto shall
be borne by the Company.

            (c) All transfer,  documentary,  sales, use, stamp, registration and
other such Taxes and fees  (including  any penalties  and interest)  incurred in
connection  with  this  Agreement  (including  any  corporate-level   gains  Tax
triggered  by the sale of the  Company's  stock,  and any similar tax imposed in
other  states or  subdivisions)  shall be paid by the Company  when due, and the
Company  shall,  at its own expense,  file all  necessary  Tax Returns and other
documentation with respect to all such transfer, documentary, sales, use, stamp,
registration and other Taxes and fees.

      5.3 Corporate Governance.

            (a) As soon as  practicable,  the  Company  shall cause the Board to
nominate,  recommend and solicit  proxies (if necessary) for the election to the
Board of two  individuals  designated  by the  holders of the Series A Preferred
Stock to fill  the  Board  seats  to be  vacated  by the  resignations  of Steve
Racoosin and Fred Lundberg (the  "Preferred  Board Seats").  Thereafter,  in the
event of a vacancy in such  Preferred  Board Seats,  or in any Board election in
which either or both Series A Preferred  Stock-designated  directors  are up for
re-election,  the Company shall cause the vacancy or vacancies to be filled with
a Series A  Preferred-Stock-designated  director  or shall  cause such  Series A
Preferred  Stock-designated  directors  to be included on the slate of directors
proposed  by the Board at such  election  and cause the Board to  recommend  and
solicit   proxies   (if   necessary)   in  favor  of  such  Series  A  Preferred
Stock-designated director.


                                       16
<PAGE>

            (b) With the exception of the Chief  Executive  Officer (the "CEO"),
no  employee  of the  Company  shall  be  nominated  by the  Board to serve as a
director.

            (c) The CEO  shall not serve as the  Chairman  of the Board  (unless
otherwise  authorized  by the  holders of a majority in interest of the Series A
Preferred Stock). As of the Closing,  Thomas L. Collins will resign his position
as Chairman of the Board, but will remain as a director.

      Notwithstanding any of the foregoing, the Company's obligations under this
Section 5.3 will terminate on the earliest of:

      (i) The date when less than 50% of the shares of Series A Preferred  Stock
sold at the Closings are outstanding; or

      (ii) when the Company shall sell,  convey,  or otherwise dispose of all or
substantially  all of its property or business or merge or consolidate  with any
other corporation (other than a wholly-owned  subsidiary  corporation) where the
stockholders  of the  Company  own less than fifty  percent  (50%) of the voting
power of the surviving entity after such merger or consolidation,  provided that
this subsection  (ii) shall not apply to a merger  effected  principally for the
purpose of changing the domicile of the Company.

      5.4 Securities Laws.

            (a) The Company  agrees to timely file all documents  required to be
filed with the Commission,  specifically,  a Form D (or equivalent form required
by  applicable  state law) with respect to the  Purchased  Securities  if and as
required under Regulation D and applicable state securities laws.

            (b) Each  certificate  representing  the  Purchased  Shares  and the
Underlying  Shares shall bear a legend  containing  substantially  the following
legend  (in  addition  to  any  other  legend  required  by  law  or  applicable
agreement):

            THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR STATE
            SECURITIES LAWS AND CANNOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
            IN THE ABSENCE OF REGISTRATION  OR THE  AVAILABILITY OF AN EXEMPTION
            FROM OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION  UNDER THE
            ACT AND APPLICABLE STATE SECURITIES LAWS.


                                       17
<PAGE>

      5.5 Reporting Matters.

      The Company agrees not to report any actual or deemed  non-cash  dividends
with  respect  to  the  Series  A  Preferred  Stock  to  the  Purchasers  or any
Governmental  Entity on IRS Form 1099-DIV or other  information  return,  unless
otherwise  instructed to do so in writing by a Governmental Entity in connection
with a  Proceeding  involving  the Company.  The Company  shall not withhold any
Taxes on any actual or deemed non-cash  dividends to the Purchasers with respect
to the Series A Preferred Stock, unless otherwise instructed to do so in writing
by a Governmental Entity in connection with a Proceeding  involving the Company.
The Company  agrees with each of the  Purchasers  that for Tax  purposes (i) the
issue  price of the  Series A  Preferred  Stock  will be $2.358 per share of the
Series A Preferred Stock paid by the Purchasers and that the issue price for the
Warrants  shall be $1.42 per share subject to the Warrants and (ii) the Series A
Preferred Stock will not be designated as debt.

      5.6 USRPHC.

So long as Trellus Offshore Fund Limited owns any shares of the Company's equity
securities, the Company hereby agrees:

            (a) to use  commercially  reasonable  efforts to avoid qualifying at
any time on or after the Initial Closing as a USRPHC;

            (b)  to  monitor,   measure,   and  test  on  the  following   dates
(collectively the "Testing Dates"): (i) at the end of each month, (ii) on a date
at least ninety (90) days but not more than one hundred  twenty (120) days prior
to each of the  actual or any  expected  determination  dates for  applying  the
USRPHC test  specified in Section  1.897-2(c) of the Treasury  Regulations  (the
"Determination  Dates"),  and (iii) any actual  Determination  Dates; whether it
qualifies  as a  USRPHC  on the  Testing  Date,  provided  that in the case of a
Testing  Date  described  in (b)(ii)  the  Company  shall take into  account the
contemplated  transactions  that are anticipated to give rise to a Determination
Date  described  in  Section  1.897-2(c)(ii),  (iii)  or  (iv)  of the  Treasury
Regulations;

            (c) if on any of the  Testing  Dates  the fair  market  value of the
Company's "United States real property interests" (within the meaning of Section
897 of the Code and the Treasury  Regulations  promulgated  thereunder) equal or
exceed  forty  percent  (40%) of the fair market value of the  Company's  assets
described  in  Section  897(c)(2)(B)  of the Code and the  Treasury  Regulations
promulgated thereunder, provided that in the case of a Testing Date described in
(b)(ii) the Company shall take into account the contemplated  transactions  that
are  anticipated  to give rise to a  Determination  Date  described  in  Section
1.897-2(c)(ii),  (iii) or (iv) of the  Treasury  Regulations,  the Company  will
provide the  Purchasers  with written notice of the results of such tests within
seven (7) days after the applicable Testing Date;


                                       18
<PAGE>

            (d) if for any reason the Company  anticipates  that it is likely to
qualify or has qualified as a USRPHC at any time including on the Testing Dates,
the Company will provide written notice to the Purchasers  within seven (7) days
after such determination providing information regarding the reasons the Company
anticipates such qualification or believes that it so qualifies; and

            (e)  provided  the  Company  does not  qualify  as a  USRPHC  on the
applicable  Testing Date, at any  Purchaser's  request,  the Company will within
seven (7) days of such request  deliver to the  requesting  Purchaser and to the
Internal  Revenue  Service  notices  that the  Series  A  Preferred  Stock,  the
Underlying Shares,  Common Stock, and Warrants,  as applicable,  are not "United
States real  property  interests" in  accordance  with the Treasury  Regulations
under Sections 897 and 1445 of the Code.

      5.7 Restriction on Use of Proceeds. The Company agrees that it shall place
the proceeds of the sale of the Purchased  Securities in a separate bank account
and shall not expend any of such proceeds  unless and until that certain Amended
and Restated  Technology License  Agreement,  dated as of June 21, 2004, between
the Company and Bio-Products  International,  Inc., is amended to the reasonable
satisfaction  of the  holders of a majority  of the shares of Series A Preferred
Stock (the "Majority Holder"). In the event such amendment is not so effectuated
within 30 days of the Initial Closing,  the Majority Holder shall have the right
to demand that the Company  return such  proceeds to the Company in exchange for
the return of the Purchased Securities, which shall forthwith be canceled by the
Company.  Any such  demand  must be made in writing  and must be received by the
Company no later than 45 days following the Initial Closing. Notwithstanding the
foregoing,  (i) the Company shall have the right to expend up to $500,000 of the
proceeds in accordance  with the provisions of Section 1.5 at any time following
the Initial Closing and (ii) the Company shall be permitted to repay the Trellus
Note (principal and interest) with the proceeds from the Initial Closing. If and
to the extent  such  proceeds  are  expended  but the demand  referred to in the
preceding  sentence is subsequently  received by the Company,  the Company shall
only be  required  to return the funds that have not been so  expended,  and the
Purchasers  shall  retain  the  Purchased  Securities  to the  extent  that such
proceeds have been expended by the Company. Upon the amendment of the Technology
Agreement as aforementioned,  or upon the 45th day following the Initial Closing
(in the event no demand for a return of the  proceeds  has been  received by the
Company),  the Company  shall be free to co-mingle  the proceeds  with its other
funds and to expend such proceeds in accordance with Section 1.5.

      5.8  Restrictive  Covenants.  Until  the  earlier  to  occur  of  (i)  the
Operational Date or (ii) the date on which less than 50% of the shares of Series
A Preferred Stock sold at the Closings remain  outstanding,  the vote or written
consent of the holders of at least a majority of the then-outstanding  shares of
Series A  Preferred  Stock  shall be  necessary  for  effecting,  validating  or
approving the following  actions and the Company shall not, without such vote or
consent, take or permit to be taken any such actions:

            (a) Any merger,  consolidation,  or binding share exchange involving
WWA, the sale of all or  substantially  all of the assets of WWA, or the sale or
issuance of any equity securities of WWA;


                                       19
<PAGE>

            (b) The incurrence by WWA of any indebtedness,  other than Permitted
Indebtedness;

            (c) A change in the principal  business  conducted or proposed to be
conducted by any of the Company's subsidiaries; or

            (d) Any  transaction by any of the Company's  subsidiaries  with any
Affiliates,  except for  transactions  the terms of which in good faith are fair
and  reasonable  to such  subsidiary  and are at least as favorable as the terms
that could be obtained by such subsidiary in a comparable transaction made on an
arm's-length basis between  unaffiliated  parties (as determined by the Board of
Directors of such subsidiary  acting  reasonably and in good faith, as evidenced
by a Board resolution).

      Capitalized  terms used in this Section and not  otherwise  defined  shall
have the meanings given such terms in the Certificate of Determination.

                                  ARTICLE VI:
                               PRE-EMPTIVE RIGHTS

            (a) Except in the case of  Excluded  Securities  or the  issuance of
shares of Series A Preferred Stock and Warrants at the Additional  Closing,  the
Company shall not issue, sell or exchange,  agree to issue, sell or exchange, or
reserve or set aside for issuance,  sale or exchange any (i) equity  security of
the Company,  (ii) debt security of the Company that by its terms is convertible
into or  exchangeable  for any equity  security  of the Company or has any other
equity  or  equity-linked  feature,  (iii)  security  of the  Company  that is a
combination  of a debt and  equity or  equity-linked  security  or (iv)  option,
warrant or other  right to  subscribe  for,  purchase or  otherwise  acquire any
security of the Company  specified in the foregoing  clauses (i) through  (iii),
unless in each case the  Company  shall have first  offered to sell a portion of
such  securities to the  Purchasers  (the "Offered  Securities"),  equal to each
Purchaser's  Proportionate  Percentage  at a price and on such  other  terms and
conditions as shall have been  specified by the Company in writing  delivered to
the  Purchasers  (the  "Offer"),  which Offer by its terms shall remain open and
irrevocable  for a period of thirty (30) days from the date it is  delivered  by
the Company to each Purchaser.

            (b) The  Company  may  specify  in the  Offer  that all or a minimum
amount  of the  Offered  Securities  must  be  sold  in  such  offering  (to the
Purchasers  and/or any third parties  pursuant to (d) below),  in which case any
Notice of Acceptance  (as defined  below) shall be deemed  conditioned  upon (i)
receipt of Notices of Acceptance of all or such minimum  amount,  as applicable,
of the Offered Securities and/or (ii) the sale of all or such minimum amount, as
applicable, of the Offered Securities pursuant to (d) below.

            (c) Notice of a Purchaser  intention to accept, in whole or in part,
an Offer shall be evidenced by a writing  signed by such Purchaser and delivered
to the  Company  prior to the end of the thirty  (30) day period of such  Offer,
setting forth such portion of the Offered  Securities that such Purchaser elects
to purchase (the "Notice of Acceptance").

            (d) In the event  that  Notices of  Acceptance  are not given by the
Purchaser  in  respect  of all of the  Offered  Securities,  during the ten (10)
calendar  day  period   commencing  after  such   information  is  given,   each
participating  Purchaser shall be entitled to additionally purchase that portion
of the Offered Shares for which  Purchasers were entitled to subscribe but which
were not subscribed for by the Purchasers which is equal to the product obtained
by multiplying  the number of  unsubscribed  Offered Shares by such  Purchaser's
Proportionate Percentage.


                                       20
<PAGE>

            (e) If the  Purchasers  do not elect to purchase  all of the Offered
Securities,  the Company shall have ninety (90) days from the  expiration of the
foregoing ten (10) day period to sell all or any part of the Offered  Securities
as to which Notices of Acceptance  have not been given by the  Purchasers to any
other  Person(s),  but only  upon  terms  and  conditions  that in all  material
respects (including,  without limitation,  unit price and interest rates), which
shall in no case be less than 95% of the amount  specified in respect thereof in
the Offer,  are no more favorable to such other  Person(s) and no less favorable
to the Company than those set forth in the Offer.

      Upon the closing,  which shall include full payment to the Company, of the
sale to such other  Person(s),  the Purchasers  shall purchase from the Company,
and the Company shall sell to the Purchasers,  the Offered Securities in respect
of which Notices of Acceptance  were delivered to the Company by the Purchasers,
at the terms specified in the Offer.

            (f) In each  case,  any  Offered  Securities  not  purchased  by the
Purchasers or any other  Person(s) in accordance  with (d) above may not be sold
or otherwise  disposed of until they are again offered to the  Purchasers  under
the procedures specified in (a), (c) and (d) above.

            (g) In the event  that all or a portion of the  consideration  to be
paid for any Offered Securities is other than cash, then the Offer shall provide
that the Purchasers  may, in lieu of such non-cash  consideration,  purchase the
securities  for cash, at a cash  equivalent  purchase  price to be determined in
good faith by the Board and to be set forth in the Offer.

            (h) The rights of the  Purchasers  under  this  Article VI shall not
apply to the issuance by the Company of any Excluded Securities.

            (i) The  provisions  of this Article VI shall expire as soon as less
than a total of 50% of the  shares  of  Series  A  Preferred  Stock  sold at the
Closings are outstanding.

                                  ARTICLE VII:
                                  MISCELLANEOUS

      7.1 No Third Party Beneficiaries.

      Except as expressly  provided herein,  this Agreement shall not confer any
rights or remedies  upon any Person other than the parties and their  respective
successors and permitted assigns, personal  representatives,  heirs and estates,
as the case may be.

      7.2 Entire Agreement.

      This Agreement and the other  Documents  constitute  the entire  agreement
among  the  Parties  and  supersede  any  prior  understandings,  agreements  or
representations by or among the Parties,  written or oral, that may have related
in any way to the subject matter of any Document including,  without limitation,
any  letter  of  intent  dated as of or prior to the date  hereof,  between  the
Company and the Purchasers.


                                       21
<PAGE>

      7.3 Successors and Assigns.

      This  Agreement  shall be  binding  upon and inure to the  benefit  of the
Parties and their respective  successors and permitted assigns.  No party hereto
may assign either this Agreement or any of its rights, interests, or obligations
hereunder  without  the prior  written  approval  of the other  parties  hereto;
provided,  however, that any Purchaser may assign,  hypothecate or pledge any of
its rights under any of the  Documents  to (i) an  Affiliate of such  Purchaser,
(ii) any  Person  who  shall  acquire  substantially  all of the  assets of such
Purchaser or a majority in voting power of the capital  stock of such  Purchaser
(whether pursuant to a merger,  consolidation,  stock sale or otherwise),  (iii)
any lender of such Purchaser (or any agent therefore) for security  purposes and
the  assignment  thereof  by any  such  lender  or agent  to such  Purchaser  in
connection  with the  exercise  by any such lender or agent of all of its rights
and remedies as a secured creditor with respect  thereto,  or (iv) any person to
whom such Purchaser assigns or transfers any Purchased Securities, provided such
transferee  agrees in  writing to be bound,  with  respect  to the  transfer  of
Purchased Securities, by the provisions hereof that apply to the Purchasers.

      7.4 Counterparts.

      This Agreement may be executed in one or more counterparts,  each of which
shall be deemed an original but all of which together  shall  constitute one and
the same instrument. This Agreement may be executed by facsimile.

      7.5 Notices.

      All notices, requests, demands, claims, and other communications hereunder
shall be in  writing  and shall be deemed to have been duly  given if  delivered
personally,  telecopied,  sent by  nationally  recognized  overnight  courier or
mailed by  registered  or certified  mail (return  receipt  requested),  postage
prepaid, to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):

If to the Company:

World Waste Technologies, Inc.
13520 Evening Creek Drive
Suite 130
San Diego, California 92128
Telephone:        (858) 391-3400
Facsimile:        (858) 486-3352
Attention:        CFO


                                       22
<PAGE>

with a copy to:

Troy & Gould Professional Corporation
1801 Century Park East, 16th Floor
Los Angeles, CA 90067
Telephone:        (310) 553-4441
Facsimile:        (310) 201-4746
Attention:        Lawrence Schnapp, Esq.

If to the  Purchasers,  to the addresses set forth on
the signature pages hereto.

      All such  notices  and other  communications  shall be deemed to have been
given and  received  (i) in the case of personal  delivery,  on the date of such
delivery,  (ii) in the  case  of  delivery  by  facsimile,  on the  date of such
delivery,  (iii) in the case of  delivery  by  nationally  recognized  overnight
courier,  on the third  business day following  dispatch and (iv) in the case of
mailing, on the seventh business day following such mailing.

      7.6 Governing Law.

      THIS  AGREEMENT  WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE
DOMESTIC  LAWS OF THE STATE OF NEW YORK WITHOUT  GIVING  EFFECT TO ANY CHOICE OF
LAW  OR  CONFLICTING  PROVISION  OR  RULE  THAT  WOULD  CAUSE  THE  LAWS  OF ANY
JURISDICTION  OTHER THAN THE STATE OF NEW YORK TO BE APPLIED.  IN FURTHERANCE OF
THE  FOREGOING,  THE  INTERNAL  LAW OF THE  STATE OF NEW YORK WILL  CONTROL  THE
INTERPRETATION   AND  CONSTRUCTION  OF  THIS  AGREEMENT,   EVEN  IF  UNDER  SUCH
JURISDICTION'S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF
SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

      7.7 Submission to  Jurisdiction;  Waivers.  The Company and each Purchaser
irrevocably  agrees that any legal  action or  proceeding  with  respect to this
Agreement or for  recognition  and enforcement of any judgment in respect hereof
brought  by any  other  party  hereto  or its  successors  may  be  brought  and
determined  in the  Supreme  Court of New York for Kings  County or the  federal
district  court in the Southern  District of New York,  and the Company and each
Purchaser  hereby  irrevocably  submits  with  regard  to  any  such  action  or
proceeding   for  itself  and  in  respect  to  its   property,   generally  and
unconditionally,  to the nonexclusive  jurisdiction of the aforesaid courts. The
Company and each Purchaser hereby irrevocably  waives, and agrees not to assert,
by way of motion,  as a defense,  counterclaim  or  otherwise,  in any action or
proceeding with respect to this Agreement,  (a) any claim that is not personally
subject to the jurisdiction of the above-named  courts for any reason other than
the failure to lawfully serve process,  (b) that it or its property is exempt or
immune from  jurisdiction of any such court or from any legal process  commenced
in such courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise),
and (c) to the fullest  extent  permitted by applicable  law, that (i) the suit,
action or proceeding in any such court is brought in an inconvenient forum, (ii)
the venue of such  suit,  action  or  proceeding  is  improper  and  (iii)  this
Agreement,  or the  subject  matter  hereof,  may not be  enforced in or by such
courts.


                                       23
<PAGE>

      7.8 Waiver of Jury Trial.

      EACH OF THE PARTIES HEREBY  IRREVOCABLY  WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION,  PROCEEDING  OR  COUNTERCLAIM  ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER DOCUMENT RELATED HERETO.

      7.9 Amendments and Waivers; Purchasers Consent.

      No amendment of any provision of this Agreement  shall be valid unless the
same shall be in writing and signed by the Company and the holders of at least a
majority of the then-outstanding Purchased Shares. No waiver by any party hereto
of any default, misrepresentation,  or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or subsequent
default,  misrepresentation,  or breach of  warranty or  covenant  hereunder  or
affect in any way any rights  arising by virtue of any prior or subsequent  such
occurrence.

      7.10 Certain Definitions.

      "Affiliate"  means,  with  respect to any  Person,  any of (a) a director,
officer  or  shareholder  holding  5% or more of the  capital  stock (on a fully
diluted basis) of such Person,  (b) a spouse,  parent,  sibling or descendant of
such  Person (or a spouse,  parent,  sibling or  descendant  of any  director or
officer of such Person) and (c) any other Person  that,  directly or  indirectly
through one or more intermediaries,  controls,  or is controlled by, or is under
common  control with,  another  Person.  The term  "control"  includes,  without
limitation,  the possession,  directly or indirectly, of the power to direct the
management  and policies of a Person,  whether  through the  ownership of voting
securities, by contract or otherwise.

      "Assets"  means,  with respect to any Person,  all of the assets,  rights,
intellectual property, interests and other properties, real, personal and mixed,
tangible and  intangible,  of any nature  whatsoever,  either owned or leased by
such Person.

      "Balance  Sheet"  means  the  audited  consolidated  balance  sheet of the
Company as of December 31, 2004.

      "Board" shall mean the Board of Directors of the Company.

      "CERCLA"  means the United States  Comprehensive  Environmental  Response,
Compensation and Liability Act, 42 U.S.C ss. 9601 et seq., as amended.

      "Certificate  of  Determination"   means  the  Company's   Certificate  of
Determination  of  Rights,  Preferences  and  Privileges  of  the  8%  Series  A
Cumulative Redeemable Convertible Preferred Stock in effect as of the Closing in
the form attached as Exhibit D hereto.


                                       24
<PAGE>

      "COBRA" shall mean the Consolidated  Omnibus Budget  Reconciliation Act of
1985,  as amended and as  codified in Section  4980B of the Code and Section 601
et. seq. of ERISA.

      "Company Employee" shall mean any current director, employee or consultant
of the Company or any ERISA Affiliate.

      "Documents" means this Agreement,  the Certificate of  Determination,  the
Warrants and the Registration Rights Agreement.

      "Employee Plan" shall mean any plan, program, policy, practice,  contract,
agreement  or  other   arrangement   providing  for   compensation,   severance,
termination  pay,   deferred   compensation,   performance   awards,   stock  or
stock-related awards, fringe benefits or other employee benefits or remuneration
of any kind,  whether  written,  unwritten  or  otherwise,  funded or  unfunded,
including without  limitation,  each "employee benefit plan," within the meaning
of Section  3(3) of ERISA  which is or has been,  within the past six (6) years,
maintained,  contributed to, or required to be contributed to, by the Company or
any ERISA Affiliate for the benefit of any Company Employee,  or with respect to
which  the  Company  or any ERISA  Affiliate  has or may have any  liability  or
obligation.

      "Environment"  means soil,  soil gas, land surface or  subsurface  strata,
surface  waters  (including  navigable  waters,  ocean waters,  streams,  ponds,
drainage  basins and  wetlands),  groundwater,  drinking  water  supply,  stream
sediments,  ambient air  (including  indoor air),  plant and animal life and any
other environmental medium or natural resource.

      "Environmental  Claim"  means any written or oral notice,  claim,  demand,
action,  suit,   complaint,   proceeding,   request  for  information  or  other
communication by any person alleging liability or potential liability (including
without  limitation  liability or potential  liability for investigatory  costs,
cleanup costs,  governmental response costs, natural resource damages,  property
damage,  personal injury, fines or penalties) arising out of, relating to, based
on or resulting from (i) the presence, discharge, emission release or threatened
release  of any  Hazardous  Substances  at any  location,  whether or not owned,
leased or  operated  by the  Company  or any  Subsidiary  or (ii)  circumstances
forming the basis of any violation or alleged violation of any Environmental Law
or  Environmental   Permit  or  (iii)  otherwise   relating  to  obligations  or
liabilities under any Environmental laws.

      "Environmental  Law"  means all laws,  rules,  regulations  or  guidelines
relating  to  pollution  or  protection  of  human  health  or the  Environment,
including,  without  limitation,  (a) laws relating to the Release or threatened
Release of Hazardous  Materials or other substances into the Environment and (b)
laws  relating  to  the  identification,  generation,  manufacture,  processing,
distribution,  use, treatment, storage, disposal, recovery, transport, transfer,
refinement,  production,  management or other handling of Hazardous Materials or
other substances.  Environmental Laws shall include, without limitation, CERCLA,
the Federal Water Pollution Control Act (33 U.S.C. ss. 1251 et seq.),  RCRA, the
Safe Drinking Water Act (21 U.S.C.  ss. 349, 42 U.S.C.  ss.ss.  201, 300f),  the
Toxic Substances Control Act (15 U.S.C. ss. 2601 et seq.), the Clean Air Act (42
U.S.C.  ss. 7401 et seq.),  the California  Health and Safety Code (ss. 25100 et
seq.,  ss. 39000 et seq.) as enacted  prior to the Closing Date and as in effect
on the Closing Date.


                                       25
<PAGE>

      "Environmental  Permits" means all permits,  licenses,  registrations  and
other  governmental  authorizations  required  for each of the  Company  and the
Subsidiaries  and the operations of each of the Company's and the  Subsidiaries'
facilities and otherwise to conduct its business under Environmental Laws.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended, and the rules and regulations promulgated thereunder.

      "ERISA  Affiliate" shall mean each Subsidiary of the Company and any other
person  or  entity  under  common  control  with  the  Company  or  any  of  its
Subsidiaries  within the meaning of Section 414(b),  (c), (m) or (o) of the Code
and the regulations issued thereunder.

      "Excluded  Securities"  means  (i)  shares  of Common  Stock  issued  upon
conversion  or  redemption  of the  Series  A  Preferred  Stock  or any  accrued
dividends thereon; (ii) shares of Common Stock and/or options, warrants or other
Common  Stock  purchase  rights and the Common  Stock  issued  pursuant  to such
options,  warrants  or  other  rights  (as  adjusted  for any  stock  dividends,
combinations,  splits,  recapitalizations  and the like)  issued after the Issue
Date (as defined in the Certificate of Determination) to employees,  officers or
directors  of, or  consultants  or  advisors  to the  Company or any  subsidiary
pursuant to stock purchase or stock option plans or other  arrangements that are
approved by the Board;  (iii) shares of Common Stock or other  securities of the
Company  issued  pursuant to a strategic  partnership,  joint venture or similar
transaction  approved  by the  Board;  (iv)  shares  of  Common  Stock  or other
securities of the Company issued  pursuant to an acquisition or merger  approved
by the  Board;  (v) shares of Common  Stock  issued in a public  offering;  (vi)
shares of Common Stock issued  pursuant to the exercise of options,  warrants or
convertible securities outstanding as of the Issue Date; (vii) securities issued
to financial institutions,  equipment leasing companies or lessors in connection
with any commercial credit  arrangements,  equipment financings or other similar
transactions,  or other vendors; (viii) securities issued in connection with the
acquisition of  intellectual  property or other  intangible  rights in licensing
transactions  or  otherwise  to  existing  or  potential  trade  partners;  (ix)
securities  issued in  connection  with any  stock  split,  recapitalization  or
similar transaction;  (x) securities issued as dividend or other distribution on
the Series A Preferred Stock;  (xi) securities issued for an Effective Price (as
defined  below)  equal to or  greater  than  $2.50  (as  adjusted  for any stock
dividends,  combinations  or splits with respect to the  Company's  shares);  or
(xii)  shares  issued in any other  transaction  as to which  the  holders  of a
majority of the shares of Series A Preferred Stock then  outstanding  shall have
agreed in writing  that such shares  shall be deemed to be Excluded  Securities.
Notwithstanding  the  foregoing,  only the first  250,000  shares  issued in the
aggregate  pursuant to subsections  (iii),  (iv), (v), (vii) and (viii) shall be
deemed to be "Excluded  Securities." The "Effective  Price" of securities issued
shall mean:  the quotient  determined  by dividing the total number of shares of
Common Stock  issued or sold into the  aggregate  consideration  received by the
Company for such shares of Common Stock.  For purposes of the foregoing,  (i) if
the Company issues any  convertible  securities,  the Company shall be deemed to
have issued at the time of the issuance of such securities the maximum number of
shares of Common Stock issuable upon exercise or conversion  thereof and to have
received as consideration for the issuance of such shares an amount equal to the
total amount of consideration,  if any, received by the Company for the issuance
of such convertible securities plus the minimum amount of consideration, if any,
payable to the Company upon the exercise or  conversion  thereof and (ii) if the
Company issues any  securities for other than cash, the aggregate  consideration
received by the Company with  respect to such  non-cash  consideration  shall be
computed at the fair value of the property  received as determined in good faith
by the Board.


                                       26
<PAGE>

      "GAAP" means  United  States  Generally  Accepted  Accounting  Principles,
consistently applied.

      "Governmental Entity" means any court,  administrative  agency,  tribunal,
department,   bureau  or   commission   or  other   governmental   authority  or
instrumentality,  domestic or foreign, Federal, state or local or any arbitrator
or arbitral body.

      "Hazardous Substances" means any dangerous,  toxic or hazardous pollutant,
contaminant,  chemical, waste, material or substance, including those defined in
or  governed  by any  federal,  state or local law,  statute,  code,  ordinance,
regulation,  rule or other requirement,  relating to such substance or otherwise
relating  to the  environment  or human  health  or  safety,  including  without
limitation any waste, material,  substance,  pollutant or contaminant that might
cause any  injury to human  health  or safety or to the  environmental  or might
subject the Company or any of its  Subsidiaries  to any  imposition  of costs or
liability under any Environmental Law.

      "HIPAA" shall mean the Health Insurance Portability and Accountability Act
of 1996, as amended.

      "IRS"  shall  mean the  United  States  Internal  Revenue  Service  or any
successor thereto.

      "Law" means any  constitution,  law,  statute,  treaty,  rule,  directive,
requirement or regulation or Order of any Governmental Entity.

      "Lien" means any security interest,  pledge,  bailment (in the nature of a
pledge or for purposes of  security),  mortgage,  deed of trust,  the grant of a
power  to  confess  judgment,  conditional  sale or  title  retention  agreement
(including  any lease in the nature  thereof),  charge,  encumbrance,  easement,
reservation,  restriction, cloud, right of first refusal or first offer, option,
or other similar arrangement or interest in real or personal property.

      "Material,"  "Material Adverse Change" and "Material Adverse Effect" shall
mean the occurrence of any single event, or any series of related events, or set
of related  circumstances,  which  would have a material  adverse  effect on the
condition  (financial or other),  business,  results of operations,  cash flows,
ability to conduct business or Assets of the Company and the Subsidiaries  taken
as a whole.

      "Multiemployer   Plan"   shall  mean  any   "Pension   Plan"  which  is  a
"multiemployer plan," as defined in Section 3(37) of ERISA.

      "Orders" means judgments, writs, decrees, injunctions,  orders, compliance
agreements  or  settlement  agreements  of or with any  Governmental  Entity  or
arbitrator.

      "Pension Plan" shall mean each Employee Plan that is an "employee  pension
benefit plan," within the meaning of Section 3(2) of ERISA.


                                       27
<PAGE>

      "Person"  shall be construed  broadly and shall include an  individual,  a
partnership, a corporation, a limited liability company, an association, a joint
stock company, a trust, a joint venture,  an unincorporated  organization,  or a
Governmental  Entity  (or  any  department,  agency,  or  political  subdivision
thereof).

      "Proceeding"  means  any  action,  suit,  proceeding,  complaint,  charge,
hearing,  inquiry  or  investigation  before or by a  Governmental  Entity or an
arbitrator or arbitral body.

      "Proportionate  Percentage" means the pro rata percentage of the number of
shares of stock subject to purchase  pursuant to Article VI that each  Purchaser
shall be  entitled  to  purchase,  which  pro rata  percentage,  as to each such
Purchaser, shall be the percentage figure which expresses the ratio, on a Common
Stock equivalent  basis (assuming the prior exercise,  conversion or exchange of
all  equity-linked  securities  held by such  Purchaser),  between the number of
shares of stock owned by such  Purchaser and the  aggregate  number of shares of
stock owned by all shareholders of the Company at the date of determination.

      "Registration  Rights  Agreement" means the Registration  Rights Agreement
dated as of the date hereof  among the  Company,  the  Purchasers  and the other
parties thereto, in form and substance reasonably satisfactory to the Purchasers
and attached hereto as Exhibit C.

      "Release"  means and includes any  spilling,  leaking,  pumping,  pouring,
injecting,  emitting,  emptying,  discharging,  depositing,  escaping, leaching,
migrating (including passive migration),  dumping,  disposing or other releasing
into the Environment or the workplace,  whether intentional or unintentional and
otherwise defined in any Environmental Law.

      "Tax" or  "Taxes"  means all  federal,  state,  local and  foreign  taxes,
levies,  deficiencies  and other  assessments  and  charges of  whatever  nature
(including  income,  franchise,  property,  sales, use, gross receipts,  excise,
license,  occupation,  recording,  value added,  transfer,  withholding,  backup
withholding,   payroll,  employment,   severance,  stamp,  occupation,  premium,
windfall  profits,  environmental,  capital  stock,  profits,  social  security,
unemployment, disability, real property, personal property, real property gains,
registration,  alternative  or add-on  minimum  and  estimated  taxes;  workers'
compensation premiums,  customs duties and other governmental charges; and other
obligations  of  the  same  nature  as or of a  nature  similar  to  any  of the
foregoing)  imposed  by any  taxing  authority,  as  well as any  obligation  to
contribute  to the  payment of taxes  determined  on a  consolidated,  combined,
unitary or similar basis with respect to the Company or any of its Subsidiaries,
including any interest, penalty (civil or criminal) or addition thereto, whether
disputed  or not,  as well as any  expenses  incurred  in  connection  with  the
determination, settlement or litigation of any such tax liability.

      "Tax  Return"  means  any  federal,   state,   local  or  foreign  return,
declaration,  report,  claim for  refund,  amended  return,  excise tax  report,
declaration of estimated tax, information return or statement relating to Taxes,
and any schedule or attachment thereto,  filed or maintained,  or required to be
filed  or  maintained,  in  connection  with  the  calculation,   determination,
assessment or collection  of any Tax, and  including any amendment  thereof,  as
well as, where permitted or required, consolidated, combined, unitary or similar
returns  for any  group of  entities  that  include  the  Company  or any of its
Subsidiaries;  and reports with respect to backup withholding and other payments
to third parties.


                                       28
<PAGE>

      7.11 Incorporation of Schedules and Exhibits.

      The Schedule and Exhibits  identified in this  Agreement are  incorporated
herein by reference and made a part hereof.

      7.12 Construction.

      Where specific  language is used to clarify by example a general statement
contained herein, such specific language shall not be deemed to modify, limit or
restrict in any manner the  construction  of the general  statement  to which it
relates.  The language used in this Agreement shall be deemed to be the language
chosen by the parties  hereto to express  their  mutual  intent,  and no rule of
strict construction shall be applied against any party.

      7.13 Interpretation.

      Accounting  terms used but not  otherwise  defined  herein  shall have the
meanings  given to them under GAAP.  As used in this  Agreement  (including  all
Schedules,  Exhibits and amendments hereto), the masculine,  feminine and neuter
gender and the  singular or plural  number shall be deemed to include the others
whenever the context so requires.  References to Articles and Sections  refer to
articles and sections of this Agreement.  Similarly, references to Schedules and
Exhibits  refer  to  schedules  and  exhibits,  respectively,  attached  to this
Agreement.  Unless the  content  requires  otherwise,  words  such as  "hereby,"
"herein," "hereinafter," "hereof" "hereto," "hereunder" and words of like import
refer to this  Agreement.  The Article and Section  headings  contained  in this
Agreement are inserted for convenience  only and shall not affect in any way the
meaning or interpretation of this Agreement.

      A Person (other than an individual)  will be deemed to have "knowledge" of
a particular  fact or other matter if any individual who is serving,  or who has
at any time served, as a director,  officer,  partner,  executor,  or trustee of
such Person (or in any similar  capacity) has, or at any time had,  knowledge of
such fact or other  matter,  except that the Company shall not be deemed to have
knowledge of a particular  fact or matter solely as a result of the knowledge of
any  individual  who served as an officer or director  of the  Company  prior to
August 24,  2004 but has not served as an officer or  director of the Company at
any time subsequent to August 24, 2004.

      7.14 Remedies.

      The  parties  hereto  shall  each have and  retain  all other  rights  and
remedies  existing  in  their  favor  at  Law  or  equity,  including,   without
limitation,  any actions for specific  performance  and/or  injunctive  or other
equitable relief (including,  without  limitation,  the remedy of rescission) to
enforce or prevent any violations of the provisions of this  Agreement.  Without
limiting the generality of the foregoing,  the Company hereby agrees that in the
event the  Company  fails to convey any number of  Purchased  Securities  to the
Purchasers in accordance with the provisions of this Agreement or any Underlying
Shares in  accordance  with the terms of any  Purchased  Securities  pursuant to
which they are issuable,  the  Purchasers'  remedy at law may be inadequate.  In
such event, the Purchasers shall have the right, in addition to all other rights
and remedies it may have,  to specific  performance  of the  obligations  of the
Company to convey such number of Purchased  Securities or Underlying  Shares, as
the case may be.


                                       29
<PAGE>

      7.15 Severability.

      It is the desire and intent of the  Parties  that the  provisions  of this
Agreement  be  enforced  to the fullest  extent  permissible  under the laws and
public policies  applied in each  jurisdiction  in which  enforcement is sought.
Accordingly,  if any particular provision of this Agreement shall be adjudicated
by a court of competent jurisdiction to be invalid,  prohibited or unenforceable
for any reason, such provision,  as to such jurisdiction,  shall be ineffective,
without invalidating the remaining provisions of this Agreement or affecting the
validity or  enforceability  of this  Agreement  or  affecting  the  validity or
enforceability of such provision in any other jurisdiction.  Notwithstanding the
foregoing,  if such  provision  could  be more  narrowly  drawn  so as not to be
invalid, prohibited or unenforceable in such jurisdiction,  it shall, as to such
jurisdiction,   be  so  narrowly  drawn,   without  invalidating  the  remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

      7.16 Delivery by Facsimile.

      This  Agreement  and any  amendments  hereto,  to the  extent  signed  and
delivered by means of a facsimile machine,  shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered
in person.  At the request of any party  hereto,  each other party  hereto shall
re-execute  original forms and deliver them to the other party.  No party hereto
shall  raise the use of a facsimile  machine to deliver a signature  or the fact
that any signature or agreement or instrument was  transmitted  or  communicated
through  the  use of a  facsimile  machine  as a  defense  to the  formation  or
enforceability  of this  Agreement and each such party  forever  waives any such
defense.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       30
<PAGE>

         IN WITNESS  WHEREOF,  the parties hereto have executed this  Securities
Purchase Agreement as of the date first above written.

                                        THE COMPANY:

                                        WORLD WASTE TECHNOLOGIES, INC.,
                                        a California corporation

                                        By: ____________________________________
                                        Name: Thomas L. Collins
                                        Title: Chief Executive Officer


                                       31
<PAGE>

                                        THE PURCHASERS:

                                        TRELLUS OFFSHORE FUND LIMITED,
                                        a Cayman Islands corporation

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

                                        350 Madison Avenue
                                        New York, NY 10017
                                        Telephone: _____________________________
                                        Facsimile: _____________________________
                                        Attention: Ryan Schedler

                                        TRELLUS PARTNERS, LP,
                                        a Delaware limited partnership

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

                                        350 Madison Avenue
                                        New York, NY 10017
                                        Telephone: _____________________________
                                        Facsimile: _____________________________
                                        Attention: Ryan Schedler

                                        TRELLUS PARTNERS II, LP,
                                        a Delaware limited partnership

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

                                        350 Madison Avenue
                                        New York, NY 10017
                                        Telephone: _____________________________
                                        Facsimile: _____________________________
                                        Attention: Ryan Schedler,


                                       32
<PAGE>

                                    EXHIBIT A

                               ALLOCATION SCHEDULE

<TABLE>
<CAPTION>
                                              Number of Shares of
                                              Series A Preferred                               Purchase Price of
Name                                                 Stock             Number of Warrants         Securities
------------------------------------------  ------------------------  ---------------------  ----------------------
<S>                                                 <C>                         <C>                 <C>
Trellus Offshore Fund Limited                      2,800,000                    280,000             $ 7,000,000
Trellus Partners, LP                               1,120,000                    112,000             $ 2,800,000
Trellus Partners II, LP                               80,000                      8,000             $   200,000
                                            -------------------------------------------------------------------

Total                                              4,000,000                    400,000             $10,000,000
</TABLE>


                                     A - 1