Exhibit 10.2

THIS WARRANT AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES  LAWS, AND NO INTEREST  THEREIN MAY BE SOLD,  DISTRIBUTED,  ASSIGNED,
OFFERED,   PLEDGED  OR  OTHERWISE  TRANSFERRED  UNLESS  THERE  IS  AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER SUCH ACT AND  APPLICABLE  STATE  SECURITIES  LAWS
COVERING  ANY  SUCH  TRANSACTION,   OR  SUCH  TRANSACTION  IS  EXEMPT  FROM  THE
REGISTRATION  REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE,  AT THE OPTION
OF THE  CORPORATION,  TO BE  EVIDENCED  BY AN  OPINION OF THE  WARRANT  HOLDER'S
COUNSEL,  IN FORM  ACCEPTABLE  TO THE  CORPORATION,  THAT NO  VIOLATION  OF SUCH
REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.

                          COMMON STOCK PURCHASE WARRANT

                         WORLD WASTE TECHNOLOGIES, INC.

No. W-__                                                          _______ Shares
Issuance Date:  April 28, 2005

      THIS  CERTIFIES  that  for  good  and  valuable  consideration   received,
_________________ or a registered assignee (the "Holder") is entitled,  upon the
terms and subject to the conditions hereinafter set forth, to acquire from World
Waste Technologies,  Inc., a California  corporation (the "Corporation"),  up to
112,000 fully paid and  nonassessable  shares (the  "Warrant  Shares") of common
stock, no par value (the "Common Stock"), of the Corporation at a purchase price
of U.S.  $4.00 per share (the  "Exercise  Price").  This Common  Stock  Purchase
Warrant (this "Warrant") is issued pursuant to that certain Securities  Purchase
Agreement  dated April __, 2005  entered into  between the  Corporation  and the
purchasers named therein.

1.       Term of Warrant.

         Subject  to the other  terms and  conditions  set  forth  herein,  this
Warrant shall be  exercisable,  in whole or in part, at any time on or after the
date  hereof  and at or  prior  to  11:59  p.m.,  local  time  in  Los  Angeles,
California, U.S.A., on April 28, 2010 (the "Expiration Time").

2.       Exercise of Warrant.

         (a) This Warrant may be  exercised,  in whole or in part, by the Holder
during normal business hours on any business day prior to the Expiration Time by
delivering to the  Corporation  the  following:  (i) a duly  executed  Notice of
Exercise (in the form attached to this Warrant) specifying the number of Warrant
Shares to be  purchased,  (ii) subject to Section 2(b) either (A) payment to the
Corporation of the Exercise Price for the number of Warrant Shares  specified in
the Notice of Exercise by cash, wire transfer of immediately  available funds to
a bank account  specified by the Corporation,  or by certified or bank cashier's
check or (B) payment to the Corporation of the Exercise Price in accordance with
the net exercise provisions set forth in Section 2(b),  specifying the number of
Warrant  Shares to be applied to such  exercise,  and (iii) this  Warrant (or an
indemnification  undertaking  with  respect  to this  Warrant in the case of its
loss, theft or destruction).

<PAGE>

         (b) The Holder shall notify the Corporation in writing one business day
in advance of exercing this Warrant of its  intention to pay the Exercise  Price
in cash or in accordance with the net exercise  provisions of this Section 2(b).
In the  event  the  Holder  elects  to pay  the  Exercise  Price  in  cash,  the
Corporation  shall have the right to require the Holder to exercise this Warrant
in accordance with the net exercise  provisions of this Section 2(b). In lieu of
exercising  this  Warrant for cash,  (i) the Holder may elect to  exercise  this
Warrant by exchanging this Warrant for shares of Common Stock equal to the value
of this  Warrant or (ii) the  Corporation  shall  have the right to require  the
Holder upon notice from the Holder that intends it to pay the Exericse  Price in
cash to exercise  this Warrant by  exchanging  this Warrant for shares of Common
Stock equal to the value of this  Warrant.  The number of shares of Common Stock
to be issued upon  exercise of this Warrant  pursuant to this Section 2(b) shall
equal the value of this  Warrant  computed  as of the date of  delivery  of this
Warrant to the Corporation using the following formula:

                                  X = Y (A-B)
                                      -------
                                         A
         Where:

            X= the  number  of  shares  of  Common  Stock to  be  issued  to the
               Holder.

            Y= the  number of  shares of Common  Stock  with  respect  to  which
               this Warrant is being exercised.

            A= the  current  market  value  per  share of  one  share  of Common
               Stock determined in accordance with this Section 2(b).

            B= the Exercise Price (as adjusted).

         For  purposes  of Section  2(b),  the  current  market  value  shall be
determined as follows:

                     (a) if the Common  Stock is traded in the  over-the-counter
market and not on any national
securities  exchange and not in the NASDAQ Reporting System,  the average of the
mean  between  the last bid and asked  prices  per  share,  as  reported  by the
National Quotation Bureau,  Inc., or an equivalent  generally accepted reporting
service,  for the last  business  day prior to the date on which this Warrant is
exercised,  or, if not so  reported,  the  average of the  closing bid and asked
prices for a share of Common Stock as furnished to the Corporation by any member
of the  National  Association  of  Securities  Dealers,  Inc.,  selected  by the
Corporation for that purpose;

                     (b) if the  Common  Stock is listed or traded on a national
securities exchange or in the
NASDAQ Reporting System, the closing price on the principal national  securities
exchange on which it is so listed or traded or in the NASDAQ  Reporting  System,
as the case may be, on the last  business  day prior to the date of the exercise
of the Warrant.  The closing  price  referred to in this Clause (b) shall be the
last reported  sales price or, in case no such reported sale takes place on such
day, the average of the reported closing bid and asked prices, in either case on
the national  securities exchange on which the Common Stock is then listed on in
the NASDAQ Reporting System; or


                                       2
<PAGE>

                     (c) if no such  closing  price  or  closing  bid and  asked
prices  are  available,  as  determined  in  any  reasonable  manner  as  may be
prescribed by the Board of Directors of the Corporation.

         Notwithstanding  the foregoing,  the Corporation shall not require that
this Warrant be exercised pursuant to the net provisions of this Section 2(b) in
the event such net exercise would be prohibited by law.

         (c) Notwithstanding  anything herein to the contrary,  the Holder shall
not have the right to exercise,  in whole or in part, the Warrant, if and to the
extent  that the  issuance  to the  Holder of shares of Common  Stock  upon such
exercise would result in the Holder, Trellus Management,  LLC ("Trellus") or any
of its  principals  being deemed the  "beneficial  owner" of more than 5% of the
then  outstanding  shares of Common Stock within the meaning of Section 13(d) of
the  Securities  Exchange  Act of 1934,  as amended,  and the rules  promulgated
thereunder,  until such time as the Holder, Trellus or any of its principals, as
applicable,  cease to be a beneficial owner.  Notwithstanding the foregoing, the
restrictions  set forth in this  Section  2(c) shall cease to have any effect on
the earlier of the Operation Date or September 30, 2006.

3.       Registration and Other Rights

         (a)  The   Warrants   represented   hereby  are   entitled  to  certain
registration rights as more fully set forth in that certain  Registration Rights
Agreement dated as of April 28, 2005 between the Corporation, the Holder and the
other  investors,  if any, named therein.  In the event that the Holder requests
the  registration  of less than all of the Warrant  Shares  represented  hereby,
prior to any such registration,  the Holder shall request that the Company issue
in exchange  therefor  new  warrants  representing  the  Warrant  Shares in such
denominations  as the Holder  shall  request;  provided,  however,  that no such
certificate   representing  any  Warrant  Shares  being  registered  shall  also
represent Warrant Shares not being registered.

         (b) In the event that the Corporation (i) issues as a dividend or other
similar   distribution  (an  "Extraordinary   Dividend")  on  all  of  its  then
outstanding  Common Stock,  (A)  securities of the  Corporation of a class other
than Common Stock, (B) rights, warrants or options (individually,  a "Right" and
collectively,  the  "Rights")  to  acquire  any  securities  of the  Corporation
(including Common Stock) or (C) evidences of its indebtedness or assets, or (ii)
issues any dividend or other similar  distribution  (a "Secondary  Extraordinary
Dividend") on any such  securities in the form of securities of the  Corporation
(including  Common  Stock)  (any  securities  (other than  Rights)  issued as an
Extraordinary  Dividend  or  Secondary  Extraordinary  Dividend  or issued  upon
exercise  of  any  Rights  issued  as an  Extraordinary  Dividend  or  Secondary
Extraordinary Dividend shall be referred to as "Dividend Securities"):

                  (i) this Warrant shall  thereafter be exercisable  for (1) the
original  number of shares of Common  Stock  (subject  to  adjustment  as herein
provided),  (2) such Dividend  Securities and Rights as would  theretofore  have
been issued in respect of such shares  (adjusted  as herein  provided)  had such
shares been outstanding at the time of such Extraordinary  Dividend, and (3) any
Dividend  Securities  that would  theretofore  have been  issued as a  Secondary
Extraordinary  Dividend in respect of such Dividend Securities had such Dividend
Securities  been  outstanding  at  the  time  of  such  Secondary  Extraordinary
Dividend; and


                                       3
<PAGE>

                  (ii)  any  Right  issued  as an  Extraordinary  Dividend  or a
Secondary  Extraordinary  Dividend  shall (1)  expire  upon the later of (a) the
original  expiration  date of such  Right or (b) the  180th  day  following  the
exercise of this Warrant, and (2) be exercisable for (a) the Dividend Securities
issuable upon exercise of such Right and (b) any property  theretofore issued as
a Secondary Extraordinary Dividend in respect of such Dividend Securities.

         (c) In the event that at any time while  this  Warrant is  outstanding,
the  Corporation  shall offer to sell to all of the holders of Common Stock as a
class,  rights or  options  to  purchase  Common  Stock or rights or  options to
purchase any stock or securities  convertible  into or  exchangeable  for Common
Stock (such  exchangeable or convertible stock or securities being herein called
"Convertible Securities"), whether or not such rights or options are immediately
exercisable, and the price per share for which Common Stock is issuable upon the
exercise  of such  rights or  options or upon  conversion  or  exchange  of such
Convertible  Securities (determined by dividing (i) the total amount received or
receivable by the Corporation  upon issuance and sale of such rights or options,
plus the aggregate amount of additional consideration payable to the Corporation
upon the exercise of all such rights or options,  plus, in the case of rights or
options  which  relate  to  Convertible  Securities,  the  aggregate  amount  of
additional consideration, if any, payable upon the conversion or exchange of all
such  Convertible  Securities,  by (ii) the  total  maximum  number of shares of
Common  Stock  issuable  upon the exercise of all such rights or options or upon
the conversion or exchange of all such Convertible  Securities issuable upon the
exercise of all such rights or options) shall be less than the Exercise Price in
effect immediately prior to the initial sale of any such rights or options,  the
Corporation  shall offer to sell to the Holder,  at the price and upon the terms
at which such rights or options are offered to holders of its Common Stock, such
number of such  rights or  options as the Holder  would  have been  entitled  to
purchase  had  the  Holder  exercised  this  Warrant  immediately  prior  to the
commencement of the offering of such rights or options.

4.       Issuance of Shares; No Fractional Shares of Scrip.

         Certificates  for shares of Common Stock  purchased  hereunder shall be
delivered  to the  Holder  hereof  by the  Corporation's  transfer  agent at the
Corporation's  expense  within a  reasonable  time  after the date on which this
Warrant  shall have been  exercised in accordance  with the terms  hereof.  Each
certificate so delivered shall be in such  denominations  as may be requested by
the Holder hereof and shall be registered in the name of the Holder or,  subject
to  applicable  laws,  such other name as shall be requested by the Holder.  If,
upon exercise of this Warrant, fewer than all of the Warrant Shares evidenced by
this  Warrant  are  purchased  prior  to the  Expiration  Time,  one or more new
warrants substantially in the form of, and on the terms in, this Warrant will be
promptly  issued for the remaining  number of Warrant  Shares not purchased upon
exercise of this Warrant.  The Corporation  hereby  represents and warrants that
all Warrant  Shares which may be issued upon the exercise of this Warrant  will,
upon such exercise,  be duly and validly  authorized and issued,  fully paid and
nonassessable  and free from all  taxes,  liens and  charges  in  respect of the
issuance  thereof  (other than liens or charges  created by or imposed  upon the
Holder of the Warrant Shares).  The Corporation agrees that the shares of Common
Stock so issued  shall be and will be deemed to be issued to such  Holder as the
record  owner of such  shares as of the close of  business  on the date on which
this Warrant shall have been  surrendered  for exercise in  accordance  with the
terms hereof,  notwithstanding  that the transfer books of the Corporation shall
then be closed or certificates repesenting such shares of Common Stock shall not
then have been  actually  delivered  to the  Holder.  For  purposes  of Rule 144
promulgated  under the  Securities  Act of 1933,  as  amended,  it is  intended,
understood and acknowledged that the shares of Common Stock issued in a cashless
exercise transaction purusant to Section 2(b) above shall be deemed to have been
acquired by the Holder,  and the holding  period for the Warrant Shares shall be
deemed to have commenced,  on the the issue date of this Warrant.  No fractional
shares or scrip representing fractional shares shall be issued upon the exercise
of this  Warrant.  With  respect to any  fraction of a share called for upon the
exercise of this  Warrant,  an amount equal to such  fraction  multiplied by the
then current price at which each share may be purchased  hereunder shall be paid
in cash to the Holder of this Warrant.


                                       4
<PAGE>

5.       Charges, Taxes and Expenses.

         Issuance of  certificates  for shares of Common Stock upon the exercise
of this Warrant shall be made without  charge to the Holder hereof for any issue
or transfer tax or other  incidental  expense in respect of the issuance of such
certificate,  all of which taxes and expenses shall be paid by the  Corporation,
and such certificates  shall be issued in the name of the Holder of this Warrant
or in such  name or names as may be  directed  by the  Holder  of this  Warrant;
provided, however, that in the event certificates for shares of Common Stock are
to be issued in a name other than the name of the Holder of this  Warrant,  this
Warrant when surrendered for exercise shall be accompanied by an Assignment Form
(as defined below) duly executed by the Holder hereof.

6.       No Rights as Stockholders.

         This Warrant does not entitle the Holder hereof to any voting rights or
other rights as a stockholder of the Corporation prior to the exercise hereof.

7.       Exchange and Registry of Warrant.

         This  Warrant  is  exchangeable,  upon  the  surrender  hereof  by  the
registered  Holder at the above mentioned  office or agency of the  Corporation,
for a new Warrant of like tenor and dated as of such exchange.  The  Corporation
shall maintain at the  above-mentioned  office or agency a registry  showing the
name and address of the registered  Holder of this Warrant.  This Warrant may be
surrendered for exchange, transfer or exercise, in accordance with its terms, at
such office or agency of the Corporation,  and the Corporation shall be entitled
to rely in all  respects,  prior to written  notice to the  contrary,  upon such
registry.

8.       Loss, Theft, Destruction or Mutilation of Warrant.

         Upon receipt by the Corporation of evidence reasonably  satisfactory to
it of the loss, theft,  destruction or mutilation of this Warrant and in case of
loss, theft or destruction of indemnity or security  reasonably  satisfactory to
it,  and  upon  reimbursement  to the  Corporation  of all  reasonable  expenses
incidental  thereto,  and upon surrender and  cancellation  of this Warrant,  if
mutilated,  the  Corporation  will make and  deliver a new Warrant of like date,
tenor and denomination, in lieu of this Warrant.

9.       Saturdays, Sundays and Holidays.

         If the  last or  appointed  day for the  taking  of any  action  or the
expiration  of any right  required  or granted  herein  shall be a Saturday or a
Sunday or a legal  holiday,  then such  action may be taken or such right may be
exercised on the next succeeding day not a Saturday, Sunday or legal holiday.


                                       5
<PAGE>

10.      Merger, Sale of Assets, Etc.

         If at any time the Corporation proposes to merge or consolidate with or
into any other corporation, effect any reorganization,  or sell or convey all or
substantially  all of its assets to any other  entity,  then,  as a condition of
such reorganization,  consolidation, merger, sale or conveyance, the Corporation
or its successor,  as the case may be, shall enter into a supplemental agreement
to make lawful and adequate provision whereby the Holder shall have the right to
receive, upon exercise of the Warrant by exchanging the Warrant for the kind and
amount of equity securities,  property,  cash, or any combination thereof, which
would have been received upon such reorganization,  consolidation,  merger, sale
or  conveyance  by a Holder of a number of shares of common  stock  equal to the
number of shares issuable upon exercise of the Warrant immediately prior to such
reorganization, consolidation, merger, sale or conveyance.

11. Subdivision, Combination, Reclassification, Conversion, Etc.

         If the  Corporation  at any  time  shall by  subdivision,  combination,
reclassification of securities or otherwise,  change the Warrant Shares into the
same or a different  number of securities of any class or classes,  this Warrant
shall  thereafter  entitle  the  Holder  to  acquire  such  number  and  kind of
securities  as would have been  issuable  in respect of the  Warrant  Shares (or
other  securities  which were subject to the purchase  rights under this Warrant
immediately prior to such subdivision,  combination,  reclassification  or other
change) as the result of such change if this Warrant had been  exercised in full
for cash immediately prior to such change. The Exercise Price hereunder shall be
adjusted if and to the extent  necessary to reflect such change.  If the Warrant
Shares or other  securities  issuable  upon  exercise  hereof are  subdivided or
combined into a greater or smaller number of shares of such security, the number
of shares issuable hereunder shall be proportionately increased or decreased, as
the case may be, and the  Exercise  Price  shall be  proportionately  reduced or
increased,  as the case may be, in both cases  according  to the ratio which the
total number of shares of such security to be outstanding immediately after such
event  bears  to the  total  number  of  shares  of  such  security  outstanding
immediately  prior to such event.  The Corporation  shall send the Holder prompt
written notice by registered mail, postage prepaid, of any change in the type of
securities  issuable  hereunder,  any  adjustment of the Exercise  Price for the
securities  issuable  hereunder,  and any  increase or decrease in the number of
shares  issuable  hereunder,  which notice shall be  accompanied by an officer's
certificate  setting  forth the number of Warrant  Shares  purchasable  upon the
exercise  of this  Warrant and the  Exercise  Price  after such  adjustment  and
setting forth a brief  statement of the facts  requiring such adjustment and the
computation thereof, which officer's certificate shall be conclusive evidence of
the correctness of any adjustment absent manifest error.

12.      Notice

         In case, at any time the Corporation shall propose:

         (a) to  declare a  dividend  (or any other  distribution)  on shares of
Common  Stock in shares of Common  Stock or make any other  distribution  to all
holders of Common Stock; or


                                       6
<PAGE>

         (b) to issue any rights, warrants or other securities to all holders of
Common Stock  entitling them to subscribe for or purchase shares of Common Stock
or of any other subscription rights or warrants; or

         (c)  to  effect  any   reclassification   of  the  Common  Stock,   any
consolidation,  merger or binding share  exchange to which the  Corporation is a
party, or the sale or transfer of all or substantially  all of the assets of the
Corporation; or

         (d) to effect any voluntary or involuntary dissolution,  liquidation or
winding up of the Corporation; or

         (e) to take any other  action  which would cause an  adjustment  to the
Exercise Price;

then,  the  Corporation  shall cause to be mailed to the Holder at least 30 days
before the date hereinafter  specified, a notice stating (i) the date on which a
record is to be taken for the purpose of such dividend, distribution,  rights or
warrants,  or, if a record is not to be taken,  the date as of which the holders
of  shares  of  Common  Stock  of  record  to  be  entitled  to  such  dividend,
distribution,  rights or warrants are to be  determined,  (ii) the date on which
any such reclassification,  consolidation, merger, binding share exchange, sale,
transfer,  dissolution,   liquidation  or  winding  up  is  expected  to  become
effective,  and the date as of which it is  expected  that  holders of shares of
Common  Stock of record  shall be  entitled  to  exchange  their  shares for the
applicable consideration, deliverable upon such reclassification, consolidation,
merger,  binding share exchange,  sale,  transfer,  dissolution,  liquidation or
winding up, or (iii) the date of such action which would  require an  adjustment
to the Exercise Price.

13. Transferability; Compliance with Securities Laws.

         (a) This Warrant may not be transferred or assigned in whole or in part
without  compliance with all applicable federal and state securities laws by the
transferor and transferee  (including the delivery of investment  representation
letters  and legal  opinions  reasonably  satisfactory  to the  Corporation,  if
requested  by the  Corporation).  Subject  to such  restrictions,  prior  to the
Expiration  Time, this Warrant and all rights  hereunder are transferable by the
Holder hereof,  in whole or in part, at the office or agency of the Corporation.
Any such  transfer  shall be made in person or by the Holder's  duly  authorized
attorney,  upon  surrender of this Warrant  together  with the  Assignment  Form
attached hereto properly endorsed (the "Assignment Form").

         (b) The Holder of this Warrant, by acceptance hereof, acknowledges that
this Warrant and the Warrant  Shares  issuable  upon  exercise  hereof are being
acquired  solely for the Holder's own account and not as a nominee for any other
party, and for investment, and that the Holder will not offer, sell or otherwise
dispose of this Warrant or any Warrant Shares to be issued upon exercise  hereof
except under circumstances that will not result in a violation of the Securities
Act of 1933, as amended,  or any state  securities  laws.  Upon exercise of this
Warrant, the Holder shall, if requested by the Corporation,  confirm in writing,
in a form satisfactory to the Corporation,  that the Warrant Shares so purchased
are being acquired  solely for the Holder's own account and not as a nominee for
any other party,  for  investment,  and not with a view toward  distribution  or
resale.

         (c) Until the Warrant Shares have been registered  under the Securities
Act of 1933,  as amended,  this Warrant may not be  exercised  except by (i) the
original  purchaser of this Warrant from the  Corporation or (ii) an "accredited
investor"  as  defined  in Rule  501(a)  under the  Securities  Act of 1933,  as
amended.  Each  certificate  representing  the Common Stock or other  securities
issued in respect of the Warrant  Shares upon any stock split,  stock  dividend,
recapitalization,  merger,  consolidation or similar event,  shall be stamped or
otherwise  imprinted  with a  legend  substantially  in the  following  form (in
addition to any legend required under applicable securities laws):


                                       7
<PAGE>

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED.  SUCH
SHARES MAY NOT BE SOLD OR  TRANSFERRED  IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS THE SALE OR  TRANSFER  IS EXEMPT  FROM THE  REGISTRATION  AND  PROSPECTUS
DELIVERY REQUIREMENTS OF SAID ACT.

Once the Warrant Shares have been  registered  under the Securities Act of 1933,
as amended,  no such  restrictive  legend  shall be  required on any  securities
issued in respect of the Warrant  Shares,  unless  otherwise  required under the
Securities Act of 1933, as amended.

14.      Reservation of Shares of Common Stock.

         The Corporation  hereby agrees that during the period that this Warrant
is outstanding,  the  Corporation  will reserve from its authorized and unissued
Common Stock and other  securities,  solely for the purpose of providing for the
exercise of the rights to purchase all Warrant Shares  granted  pursuant to this
Warrant,  such number of shares of Common Stock,  Dividend Securities and Rights
to permit the exercise in full of this Warrant.

15.      Governing Law.

         This Warrant shall be governed by and construed in accordance  with the
laws of the State of New  York.  The  Corporation  irrevocably  consents  to the
jurisdication  of the courts of the State of New York and of any  federal  court
located in such State in connection with any action or proceeding arising out of
or relating to this Warrant,  any document or instrument  delivered pursuant to,
in connection  with or  simultaneously  with this  Warrant,  or a breach of this
Warrant or any such document or  instrument.  In any such action or  proceeding,
the Company waives personal service of any summons, complaint or other process.

         IN WITNESS  WHEREOF,  the  Corporation  has caused  this  Warrant to be
executed by its duly authorized officers.

Dated: April 28, 2005

WORLD WASTE TECHNOLOGIES, INC.

By: ____________________________________________
     Thomas L. Collins, Chief Executive Officer


                                       8
<PAGE>

                               NOTICE OF EXERCISE

To:      World Waste Technologies, Inc.

(1) The  undersigned  hereby elects to purchase  shares of common stock,  no par
value (the  "Common  Stock"),  of World Waste  Technologies,  Inc., a California
corporation  (the  "Corporation")  pursuant to the terms of the attached Warrant
and tenders  payment  herewith in the amount of $_________ by [tendering cash or
delivering a certified  check or bank cashier's  check,  payable to the order of
the  Corporation  in  accordance  with  the  terms  thereof,  together  with all
applicable  transfer  taxes, if any]  [surrendering  ____ shares of Common Stock
received  upon exercise of the attached  Warrant,  which shares have the current
market value equal to such payment].

(2) In exercising this Warrant, the undersigned hereby confirms and acknowledges
that the  shares of Common  Stock to be issued  upon  exercise  hereof are being
acquired  solely for the account of the undersigned and not as a nominee for any
other party, and for investment and that the undersigned will not offer, sell or
otherwise dispose of any such shares of Common Stock except under  circumstances
that will not result in a violation of the  Securities  Act of 1933, as amended,
or any state securities laws.

(3) Please  issue a  certificate  or  certificates  representing  said shares of
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:

--------------------------------------
(Name)

--------------------------------------
(Address)

and,  if such  number of shares of Common  Stock  shall not be all the shares of
Common Stock covered by the attached Warrant, that a new Warrant for the balance
of the shares of Common Stock  covered by the attached  Warrant be registered in
the name of, and delivered to, the undersigned at the address stated above.

(4) The undersigned  represents that (a) he, she or it is the original purchaser
from the Corporation of the attached Warrant or an 'accredited  investor' within
the meaning of Rule 501(a) under the  Securities Act of 1933, as amended and (b)
the aforesaid  shares of Common Stock are being  acquired for the account of the
undersigned  for  investment and not with a view to, or for resale in connection
with, the distribution thereof and that the undersigned has no present intention
of distributing or reselling such shares.

Date:__________________________

_______________________________
         (Signature)


                                       9
<PAGE>

                               FORM OF ASSIGNMENT

(To be executed by the registered  holder if such holder desires to transfer the
attached Warrant.)

                  FOR VALUE RECEIVED,  _________________________________  hereby
sells,  assigns,  and transfers  unto  __________________  a Warrant to purchase
__________  shares of Common Stock, no par value,  of World Waste  Technologies,
Inc., a California  corporation  (the  "Corporation"),  together with all right,
title, and interest therein, and does hereby irrevocably  constitute and appoint
___________________________________attorney  to  transfer  such  Warrant  on the
books of the Corporation, with full power of substitution.

Dated:__________________________________

By:_____________________________________
                  Signature

         The signature on the foregoing  Assignment  must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.