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

September 27, 2004

Mr.  David Rane
2402 Calle San Clemente
Encinitas, CA  92024

Dear David:

On behalf of World Waste  Technologies,  Inc.,  a  California  corporation  (the
"Company"), I am pleased to extend you an offer to join the Company. This letter
sets forth the basic terms and conditions of your  employment  with the Company.
We would  like you to begin  your  employment  with  the  Company  on or  before
November 1, 2004. This offer expires on October 8, 2004. By signing this letter,
you will be agreeing to these terms.

      1.    DUTIES.  Your job title  will be  Senior  Vice  President  and Chief
            Financial  Officer.  Your duties  generally  will include  providing
            strategic  financial  leadership  for the  Company  in the  areas of
            financial  planning,  accounting  practices and  procedures  and our
            relationships with the financial community. You will have management
            responsibility  for the Human Resources and  Information  Technology
            functions  as well.  You may be assigned  other duties as needed and
            your duties may change from time to time on reasonable notice, based
            on the needs of the Company and your skills,  as  determined  by the
            Company.

      2.    SALARY.  You will be paid an annual  base salary of  $174,000,  less
            regular payroll  deductions,  which covers all hours worked.  To the
            extent your  employment  continues  with the  Company in 2005,  your
            annual base salary will  increase to $224,000  pending the Company's
            progress and the Board's approval of the increase.  Generally,  your
            salary will be reviewed  annually by the  Compensation  Committee of
            the Board of Directors.

      3.    STOCK OPTION.  You will receive an option to purchase 150,000 shares
            of the common stock of the Company, subject to approval of our Board
            of  Directors.  The option will vest as to 12/48ths of the shares on
            January 10, 2005 and 1/48th of the shares each full month thereafter
            as long as you continue in service to the Company.  Your option will
            be subject to the terms and conditions of the Company's stock option
            plan and a stock option agreement to be entered into between you and
            the Company.

      4.    As an exempt employee,  you will be primarily engaged in duties that
            require that you exercise your  specialized  expertise,  independent
            judgment and  discretion  to provide  high-quality  services for the
            Company.  You are required to follow office  policies and procedures
            adopted from time to time by the  Company,  and to take such general
            direction  as you may be given from time to time by your  superiors.
            The  Company  reserves  the  right  to  change  these  policies  and
            procedures  at any  time.  You are  required  to  devote  your  full
            energies,  efforts  and  abilities  to your  employment,  unless the
            Company expressly agrees otherwise.  You are not permitted to engage
            in any business activity that competes with the Company.

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      5.    HOURS OF WORK. As an exempt  employee,  you are expected to work the
            number  of hours  required  to get the job  done.  However,  you are
            generally  expected to be present during normal working hours of the
            Company. Normal working hours will be established by the Company and
            may be changed as needed to meet the needs of the business.

      6.    ADJUSTMENTS  AND CHANGES IN EMPLOYMENT  STATUS.  You understand that
            the Company reserves the right to make personnel decisions regarding
            your  employment,  including but not limited to decisions  regarding
            any promotion,  salary adjustment,  transfer or disciplinary action,
            up to and including  termination,  consistent  with the needs of the
            business.

      7.    PROPRIETARY  INFORMATION AGREEMENT,  INSIDER TRADING POLICY AND CODE
            OF ETHICS.  You will be  required  to sign and abide by the terms of
            the attached  proprietary  information  agreement,  insider  trading
            policy  and  code  of  ethics,  which  are  incorporated  into  this
            agreement  by  reference  as  Exhibit  A,  Exhibit B and  Exhibit C,
            respectively.

      8.    IMMIGRATION DOCUMENTATION. Please be advised that your employment is
            contingent on your ability to prove your identity and  authorization
            to work in the  U.S.  for the  Company.  You  must  comply  with the
            Immigration and  Naturalization  Service's  employment  verification
            requirements.

      9.    REPRESENTATION  AND WARRANTY OF EMPLOYEE.  You represent and warrant
            to the Company that the  performance of your duties will not violate
            any agreements with or trade secrets of any other person or entity.

      10.   EMPLOYEE  BENEFITS.  You will be eligible  for paid  vacation,  sick
            leave and holidays pursuant to the Company's policies in effect from
            time to time.  You will be provided with health  insurance  benefits
            and dental  insurance  benefits,  as provided in our benefit  plans.
            These  benefits may change from time to time. You will be covered by
            workers' compensation  insurance and State Disability Insurance,  as
            required by state law.

      11.   TERM OF EMPLOYMENT.  Your  employment with the Company is "at-will."
            In  other  words,  either  you or the  Company  can  terminate  your
            employment  at any time for any  reason,  with or without  cause and
            with or  without  notice.  The  at-will  nature  of your  employment
            relationship may be terminated only by a written agreement signed by
            the Chairman of the Board or Chief Executive Officer.

      12.   SEVERANCE.  If, during the term of the term of your employment,  the
            Company  terminates your employment for any reason other than Cause,
            then the Company shall pay you your Salary for a period of 12 months
            following the termination of your  employment.  Such Salary shall be
            paid at the  rate  in  effect  at the  time  of the  termination  of
            employment  and in accordance  with the Company's  standard  payroll
            procedures;  provided,  however,  to  be  eligible  to  receive  any
            severance  payments  under this  Section 13, you will be required to
            execute  a general  release  of all  claims  (in a  reasonable  form
            prescribed  by the  Company),  return all property of the Company in
            your possession  and, if requested by the Board,  resign as a member
            of the Board  (and,  to the  extent  applicable,  as a member of the
            Boards of Directors of any  subsidiaries  of the  Company).  For the
            purposes  of  this  Agreement,   "Cause"  shall  mean:  any  act  of
            misconduct or dishonesty  by you in the  performance  of your duties
            under this  Agreement;  any willful failure by you to attend to your
            duties under this Agreement;  any material breach of this Agreement;
            or your commission of, or pleading guilty or nolo contendere to, any
            felony or misdemeanor involving theft,  embezzlement,  dishonesty or
            moral turpitude.

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      13.   INTEGRATED  AGREEMENT.  Please note that this Agreement,  along with
            the  attached  Employee's  Proprietary  Information  and  Inventions
            Agreement  (Exhibit A), the Insider  Trading Policy  (Exhibit B) and
            Code  of  Ethics  (Exhibit  C),  supersedes  any  prior  agreements,
            representations  or promises  of any kind,  whether  written,  oral,
            express or implied  between the parties  hereto with  respect to the
            subject  matters  herein.  It  constitutes  the full,  complete  and
            exclusive  agreement between you and the Company with respect to the
            subject matters herein.  This agreement  cannot be changed unless in
            writing, signed by you and either (a) the Chief Executive Officer or
            (b) the Chairman of the Board.

      14.   SEVERABILITY.  If any term of this  Agreement is held to be invalid,
            void or unenforceable,  the remainder of this Agreement shall remain
            in full force and effect and shall in no way be  affected;  and, the
            parties shall use their best efforts to find an  alternative  way to
            achieve the same result.

      We look forward to your joining our organization. In order to confirm your
agreement  with and  acceptance  of these  terms,  please  sign one copy of this
letter and return it to me. The other copy is for your records.  If there is any
matter in this letter which you wish to discuss further,  please do not hesitate
to speak to me.


                                        Very truly yours,


                                        /s/ Thomas L. Collins
                                        -------------------------------------
                                        World Waste Technologies, Inc.
                                        By: Thomas L. Collins
                                        Title: Chief Executive Officer


I agree to the terms of employment set forth in this Agreement:


/s/ David Rane
--------------------------------------
David Rane


Date: October 13, 2004


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                                    EXHIBIT A


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                                    EXHIBIT B


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                                    EXHIBIT C