INDEMNITY AGREEMENT

      THIS INDEMNITY  AGREEMENT (this "AGREEMENT") is made and entered into this
_____ day of ____________________, 2004, between World Waste Technologies, Inc.,
a  California  corporation  (the  "COMPANY"),  and   ___________________________
("INDEMNITEE").


                                    RECITALS:

      A.  Indemnitee,  as a member of the Company's Board of Directors and/or an
officer of the Company, performs valuable services for the Company.

      B. The  Company and  Indemnitee  recognize  the  continued  difficulty  in
obtaining  liability  insurance for corporate  directors,  officers,  employees,
controlling persons,  agents and fiduciaries,  the significant  increases in the
cost of such  insurance  and the  general  reductions  in the  coverage  of such
insurance.

      C. The Company and Indemnitee  further recognize the substantial  increase
in corporate litigation in general, subjecting directors,  officers,  employees,
controlling persons, agents and fiduciaries to expensive litigation risks at the
same time as the  availability  and  coverage of  liability  insurance  has been
severely limited.

      D. The  stockholders  of the Company  have adopted  Bylaws (the  "BYLAWS")
providing  for  the  indemnification  of the  officers,  directors,  agents  and
employees  of the Company to the maximum  extent  authorized  by the  California
Corporations Code, as amended ("CCC").

      E.  Indemnitee  does not regard the current  protection  available for the
Company's  directors,  officers,  employees,  controlling  persons,  agents  and
fiduciaries  as adequate  under the present  circumstances,  and  Indemnitee and
other  directors,   officers,   employees,   controlling  persons,   agents  and
fiduciaries  of the  Company may not be willing to serve or continue to serve in
such capacities without additional protection.

      F. The Bylaws and the CCC, by their non-exclusive nature, permit contracts
between the Company and its directors, officers, employees, controlling persons,
agents or fiduciaries with respect to indemnification of such directors.

      G. The Company (a) desires to attract and retain the involvement of highly
qualified individuals, such as Indemnitee, to serve the Company and, in part, in
order to induce  Indemnitee  to be  involved  with the Company and (b) wishes to
provide for the  indemnification  and advancing of expenses to Indemnitee to the
maximum extent permitted by law.

      H. In view of the considerations set forth above, the Company desires that
Indemnitee be indemnified by the Company as set forth herein.

<PAGE>

                                   AGREEMENT:

      NOW, THEREFORE,  in consideration of Indemnitee's  service to the Company,
the parties hereto agree as follows:

      1.  INDEMNITY  OF  INDEMNITEE.  The  Company  hereby  agrees to  indemnify
Indemnitee to the fullest extent permitted by law, even if such  indemnification
is not specifically  authorized by the other  provisions of this Agreement,  the
Company's Certificate of Incorporation (the "CERTIFICATE"), the Company's Bylaws
or by statute.  In the event of any change  after the date of this  Agreement in
any  applicable  law,  statute or rule which  expands the right of a  California
corporation  to  indemnify  a member of its Board of  Directors  or an  officer,
employee,  controlling  person,  agent or  fiduciary,  it is the  intent  of the
parties  hereto  that  Indemnitee  shall  enjoy by this  Agreement  the  greater
benefits  afforded by such change.  In the event of any change in any applicable
law,  statute or rule which  narrows the right of a  California  corporation  to
indemnify a member of its Board of Directors or an officer,  employee,  agent or
fiduciary,  such  change,  to the extent  not  otherwise  required  by such law,
statute or rule to be applied  to this  Agreement,  shall have no effect on this
Agreement or the parties' rights and obligations  hereunder  except as set forth
in Section 9(a) hereof.

      2.  ADDITIONAL  INDEMNITY.  The Company hereby agrees to hold harmless and
indemnify the Indemnitee:

            (a) Against any and all  expenses  incurred  by  Indemnitee,  as set
      forth in Section 3(a) below; and

            (b)  Otherwise  to  the  fullest   extent  not   prohibited  by  the
      Certificate, the Bylaws or the CCC.

      3. INDEMNIFICATION RIGHTS.

            (a)  INDEMNIFICATION  OF EXPENSES.  The Company shall  indemnify and
      hold harmless Indemnitee, together with Indemnitee's partners, affiliates,
      employees,  agents and spouse and each person who  controls any of them or
      who may be liable within the meaning of Section 15 of the  Securities  Act
      of  1933,  as  amended  (the  "SECURITIES  ACT"),  or  Section  20 of  the
      Securities  Exchange Act of 1934, as amended (the "EXCHANGE  ACT"), to the
      fullest extent permitted by law if Indemnitee was or is or becomes a party
      to or witness or other participant in, or is threatened to be made a party
      to or  witness  or  other  participant  in,  any  threatened,  pending  or
      completed  action,  suit,  proceeding or  alternative  dispute  resolution
      mechanism,  or any hearing,  inquiry or investigation  that Indemnitee and
      the Company  believe  might lead to the  institution  of any such  action,
      suit,  proceeding or alternative  dispute  resolution  mechanism,  whether
      civil,  criminal,  administrative,  investigative or other  (hereinafter a
      "CLAIM") against (i) any and all expenses (including  attorneys' fees) and
      all other costs,  expenses and  obligations  incurred in  connection  with
      investigating,   defending,   being  a  witness  in  or  participating  in
      (including  on  appeal),  or  preparing  to  defend,  be a  witness  in or
      participate in, a Claim, (ii) judgments, fines, penalties and amounts paid
      in settlement  (if such  settlement is approved in advance by the Company,
      which  approval shall not be  unreasonably


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<PAGE>


      withheld) of a Claim and (iii) any federal,  state, local or foreign taxes
      imposed on Indemnitee  as a result of the actual or deemed  receipt of any
      payments  under this  Agreement  (collectively,  hereinafter  "EXPENSES"),
      including all interest,  assessments  and other charges paid or payable in
      connection with or in respect of such Expenses,  incurred by Indemnitee by
      reason of (or arising in part out of) any event or  occurrence  related to
      the  fact  that  Indemnitee  is or  was  a  director,  officer,  employee,
      controlling person, agent or fiduciary of the Company or any subsidiary of
      the  Company,  or is or was  serving at the  request  of the  Company as a
      director,  officer,  employee,  controlling person,  agent or fiduciary of
      another   corporation,   partnership,   joint  venture,   trust  or  other
      enterprise,  or by  reason  of any  action  or  inaction  on the  part  of
      Indemnitee while serving in such capacity  including,  without limitation,
      any and all losses, claims,  damages,  expenses and liabilities,  joint or
      several (including any investigation, legal and other expenses incurred in
      connection  with, and any amount paid in settlement of, any action,  suit,
      proceeding or any claim  asserted)  under the Securities Act, the Exchange
      Act or other federal or state  statutory law or regulation,  at common law
      or otherwise,  which relate  directly or  indirectly to the  registration,
      purchase,  sale or  ownership of any  securities  of the Company or to any
      fiduciary   obligation   owed  with  respect   thereto   (hereinafter   an
      "INDEMNIFICATION  EVENT"). The Company shall make such payment of Expenses
      as soon as  practicable  but in any  event  no  later  than 25 days  after
      written demand by Indemnitee therefor is presented to the Company.

            (b)  REVIEWING  PARTY.   Notwithstanding  the  foregoing,   (i)  the
      obligations  of the  Company  under  Section  2 shall  be  subject  to the
      condition that the Reviewing  Party (as described in Section 11(e) hereof)
      shall not have determined (in a written opinion,  in any case in which the
      Independent  Legal Counsel as defined in Section 11(d) hereof is involved)
      that Indemnitee would not be permitted to be indemnified  under applicable
      law and (ii) and Indemnitee acknowledges and agrees that the obligation of
      the Company to make an advance payment of Expenses to Indemnitee  pursuant
      to Section 4(a) (an "EXPENSE  ADVANCE")  shall be subject to the condition
      that, if, when and to the extent that the Reviewing Party  determines that
      Indemnitee  would not be permitted to be so indemnified  under  applicable
      law, the Company shall be entitled to be  reimbursed  by  Indemnitee  (who
      hereby agrees to reimburse  the Company) for all such amounts  theretofore
      paid;  provided,  however,  that if Indemnitee has commenced or thereafter
      commences legal proceedings in a court of competent jurisdiction to secure
      a determination  that Indemnitee  should be indemnified  under  applicable
      law, any  determination  made by the Reviewing Party that Indemnitee would
      not be  permitted  to be  indemnified  under  applicable  law shall not be
      binding and Indemnitee  shall not be required to reimburse the Company for
      any Expense  Advance  until a final  judicial  determination  is made with
      respect  thereto  (as to which all  rights of appeal  therefrom  have been
      exhausted or lapsed). Indemnitee's obligation to reimburse the Company for
      any Expense  Advance shall be unsecured  and no interest  shall be charged
      thereon.  If there has not been a Change in Control (as defined in Section
      11(c)  hereof),  the  Reviewing  Party  shall be  selected by the Board of
      Directors,  and if there has been such a Change in Control  (other  than a
      Change in Control  which has been  approved by a majority of the Company's
      Board of Directors who were directors  immediately prior to such Change in
      Control),  the  Reviewing  Party shall be the  Independent  Legal  Counsel
      referred to in Section 3(e) hereof.  If there has been no determination by
      the Reviewing


                                       3
<PAGE>


      Party or if the Reviewing Party  determines that Indemnitee  substantively
      would  not be  permitted  to be  indemnified  in  whole  or in part  under
      applicable  law,  Indemnitee  shall have the right to commence  litigation
      seeking  an initial  determination  by the court or  challenging  any such
      determination by the Reviewing Party or any aspect thereof,  including the
      legal or factual  bases  therefor,  and the  Company  hereby  consents  to
      service of process and to appear in any such proceeding. Any determination
      by the Reviewing  Party  otherwise  shall be conclusive and binding on the
      Company and Indemnitee.


            (c)  CONTRIBUTION.  If the  indemnification  provided for in Section
      3(a) above for any reason is held by a court of competent  jurisdiction to
      be unavailable to an Indemnitee in respect of any losses, claims, damages,
      expenses or liabilities referred to therein,  then the Company, in lieu of
      indemnifying Indemnitee thereunder, shall contribute to the amount paid or
      payable  by  Indemnitee  as a  result  of such  losses,  claims,  damages,
      expenses  or  liabilities  (i) in such  proportion  as is  appropriate  to
      reflect the relative  benefits  received by the Company and  Indemnitee or
      (ii) if the  allocation  provided by clause (i) above is not  permitted by
      applicable  law, in such  proportion as is appropriate to reflect not only
      the  relative  benefits  referred  to in  clause  (i)  above  but also the
      relative fault of the Company and Indemnitee in connection with the action
      or inaction which resulted in such losses,  claims,  damages,  expenses or
      liabilities,  as well as any other relevant equitable  considerations.  In
      connection with the registration of the Company's securities, the relative
      benefits  received by the Company and Indemnitee  shall be deemed to be in
      the same  respective  proportions  that the net proceeds from the offering
      (before deducting expenses) received by the Company and the Indemnitee, in
      each case as set forth in the  table on the cover  page of the  applicable
      prospectus,  bear to the aggregate public offering price of the securities
      so offered.  The  relative  fault of the Company and  Indemnitee  shall be
      determined  by  reference  to, among other  things,  whether the untrue or
      alleged  untrue  statement  of a material  fact or the omission or alleged
      omission to state a material fact relates to  information  supplied by the
      Company or Indemnitee and the parties' relative intent, knowledge,  access
      to  information  and  opportunity  to correct or prevent such statement or
      omission.

            The  Company  and  Indemnitee  agree  that it would  not be just and
      equitable if contribution pursuant to this Section 3(c) were determined by
      pro rata or per capita  allocation  or by any other  method of  allocation
      which does not take account of the equitable considerations referred to in
      the immediately  preceding paragraph.  In connection with the registration
      of the Company's  securities,  in no event shall an Indemnitee be required
      to  contribute  any amount under this Section 3(c) in excess of the lesser
      of (i) that  proportion  of the total of such losses,  claims,  damages or
      liabilities  indemnified  against  equal to the  proportion  of the  total
      securities sold under such  registration  statement which is being sold by
      Indemnitee or (ii) the proceeds  received by  Indemnitee  from its sale of
      securities under such  registration  statement.  No person found guilty of
      fraudulent  misrepresentation  (within the meaning of Section 10(f) of the
      Securities Act) shall be entitled to contribution  from any person who was
      not found guilty of such fraudulent misrepresentation.


                                       4
<PAGE>

            (d) SURVIVAL  REGARDLESS OF INVESTIGATION.  The  indemnification and
      contribution  provided  for  herein  will  remain in full force and effect
      regardless of any investigation  made by or on behalf of Indemnitee or any
      officer, director, employee, agent or controlling person of Indemnitee.

            (e) CHANGE IN CONTROL.  After the date  hereof,  the Company  agrees
      that if there is a Change in Control of the  Company  (other than a Change
      in Control which has been approved by a majority of the Company's Board of
      Directors who were directors  immediately prior to such Change in Control)
      then, with respect to all matters thereafter arising concerning the rights
      of  Indemnitee to payments of Expenses  under this  Agreement or any other
      agreement or under the Company's Certificate or Bylaws as now or hereafter
      in effect,  Independent Legal Counsel (as defined in Section 11(d) hereof)
      shall be  selected  by  Indemnitee  and  approved  by the  Company  (which
      approval shall not be unreasonably  withheld).  Such counsel,  among other
      things,  shall render its written opinion to the Company and Indemnitee as
      to  whether  and to  what  extent  Indemnitee  would  be  permitted  to be
      indemnified  under  applicable  law.  The Company  agrees to abide by such
      opinion and to pay the reasonable  fees of the  Independent  Legal Counsel
      referred to above and to fully  indemnify such counsel against any and all
      reasonable expenses (including  attorneys' fees), claims,  liabilities and
      damages  arising out of or relating to this  Agreement  or its  engagement
      pursuant hereto.

            (f)  MANDATORY  PAYMENT  OF  EXPENSES.   Notwithstanding  any  other
      provision  of this  Agreement,  to the  extent  that  Indemnitee  has been
      successful on the merits or otherwise,  including, without limitation, the
      dismissal of an action  without  prejudice,  in the defense of any action,
      suit,  proceeding,  inquiry or  investigation  referred to in Section 3(a)
      hereof or in the defense of any claim, issue or matter therein, Indemnitee
      shall be  indemnified  against  all  Expenses  incurred by  Indemnitee  in
      connection herewith.

      4. EXPENSES; INDEMNIFICATION PROCEDURE.

            (a) ADVANCEMENT OF EXPENSES.  The Company shall advance all Expenses
      incurred by Indemnitee. The advances to be made hereunder shall be paid by
      the Company to Indemnitee as soon as practicable but in any event no later
      than ten business days after written demand by Indemnitee  therefor to the
      Company.

            (b)  NOTICE/COOPERATION  BY  INDEMNITEE.  Indemnitee  shall give the
      Company notice in writing in accordance  with Section 15 of this Agreement
      as soon as  practicable  of any Claim made  against  Indemnitee  for which
      indemnification will or could be sought under this Agreement.

            (c)  NO  PRESUMPTIONS;   BURDEN  OF  PROOF.  For  purposes  of  this
      Agreement,  the  termination of any Claim by judgment,  order,  settlement
      (whether with or without court approval) or conviction,  or upon a plea of
      nolo  contendere,  or its equivalent,  shall not create a presumption that
      Indemnitee  did not meet any  particular  standard  of conduct or have any
      particular belief or that a court has determined that  indemnification  is
      not permitted by applicable  law. In addition,  neither the failure of the
      Reviewing Party to have made a determination as to whether  Indemnitee has
      met any particular  standard of conduct or had any particular  belief, nor
      an actual determination by



                                       5
<PAGE>


      the Reviewing  Party that  Indemnitee has not met such standard of conduct
      or  did  not  have  such  belief,  prior  to  the  commencement  of  legal
      proceedings  by  Indemnitee  to  secure  a  judicial   determination  that
      Indemnitee  should be indemnified under applicable law, shall be a defense
      to Indemnitee's  claim or create a presumption that Indemnitee has not met
      any particular  standard of conduct or did not have any particular belief.
      In connection with any  determination  by the Reviewing Party or otherwise
      as to whether  Indemnitee  is entitled to be  indemnified  hereunder,  the
      burden of proof shall be on the Company to establish  that  Indemnitee  is
      not so entitled.

            (d)  NOTICE  TO  INSURERS.  If,  at the time of the  receipt  by the
      Company  of a notice of a Claim  pursuant  to  Section  4(b)  hereof,  the
      Company has liability  insurance in effect which may cover such Claim, the
      Company shall give prompt notice of the  commencement of such Claim to the
      insurers  in  accordance  with  the  procedures  set  forth in each of the
      Company's  policies.  The Company shall  thereafter  take all necessary or
      desirable  action to cause such insurers to pay, on behalf of  Indemnitee,
      all amounts payable as a result of such action, suit, proceeding,  inquiry
      or investigation in accordance with the terms of such policies.

            (e)  SELECTION  OF  COUNSEL.  In the  event  the  Company  shall  be
      obligated hereunder to pay the Expenses of any Claim, the Company shall be
      entitled to assume the defense of such Claim, with counsel approved by the
      Indemnitee  (which approval shall not be  unreasonably  withheld) upon the
      delivery to Indemnitee  of written  notice of its election to do so. After
      delivery of such notice,  approval of such counsel by  Indemnitee  and the
      retention of such  counsel by the Company,  the Company will not be liable
      to Indemnitee  under this  Agreement for any fees of counsel  subsequently
      incurred by Indemnitee  with respect to the same Claim;  provided that (i)
      Indemnitee shall have the right to employ Indemnitee's counsel in any such
      Claim at Indemnitee's expense and (ii) if (A) the employment of counsel by
      Indemnitee has been previously  authorized by the Company,  (B) Indemnitee
      shall have  reasonably  concluded  that there is a  conflict  of  interest
      between the Company and  Indemnitee  in the conduct of any such defense or
      (C) the Company  shall not  continue to retain such counsel to defend such
      Claim, then the fees and expenses of Indemnitee's  counsel shall be at the
      expense of the Company.

      5. NONEXCLUSIVITY. The indemnification provided by this Agreement shall be
in  addition  to any  rights  to which  Indemnitee  may be  entitled  under  the
Company's Certificate of Incorporation,  its Bylaws, any agreement,  any vote of
stockholders   or   disinterested   directors,   the  CCC,  or  otherwise.   The
indemnification  provided under this  Agreement  shall continue as to Indemnitee
for any action  Indemnitee  took or did not take while serving in an indemnified
capacity even though Indemnitee may have ceased to serve in such capacity.

      6. NO DUPLICATION OF PAYMENTS.  The Company shall not be liable under this
Agreement  to make any  payment in  connection  with any Claim made  against any
Indemnitee to the extent  Indemnitee  has otherwise  actually  received  payment
(under any insurance policy,  Certificate of Incorporation,  Bylaw or otherwise)
of the amounts otherwise indemnifiable hereunder.


                                       6
<PAGE>

      7.  PARTIAL  INDEMNIFICATION.  If any  Indemnitee  is  entitled  under any
provision of this Agreement to indemnification by the Company for any portion of
Expenses incurred in connection with any Claim, but not, however, for all of the
total amount thereof,  the Company shall nevertheless  indemnify  Indemnitee for
the portion of such Expenses to which Indemnitee is entitled.

      8. MUTUAL ACKNOWLEDGEMENT.  The Company and Indemnitee acknowledge that in
certain  instances,  Federal law or  applicable  public  policy may prohibit the
Company  from  indemnifying  its  directors,  officers,  employees,  controlling
persons,  agents  or  fiduciaries  under  this  Agreement  or  otherwise.   Each
Indemnitee  understands and acknowledges  that the Company has undertaken or may
be  required  in the  future  to  undertake  with the  Securities  and  Exchange
Commission  to submit  the  question  of  indemnification  to a court in certain
circumstances for a determination of the Company's rights under public policy to
indemnify Indemnitee.

      9. EXCEPTIONS. Any other provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this Agreement:

            (a) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance expenses
      to any Indemnitee with respect to Claims initiated or brought  voluntarily
      by  Indemnitee  and not by way of  defense,  except  (i) with  respect  to
      actions or proceedings to establish or enforce a right to indemnify  under
      this  Agreement or any other  agreement  or insurance  policy or under the
      Company's  Certificate  of  Incorporation  or Bylaws now or  hereafter  in
      effect relating to Claims for Indemnifiable Events, (ii) in specific cases
      if the Board of Directors has approved the  initiation or bringing of such
      Claim or (iii) as otherwise required under the CCC,  regardless of whether
      Indemnitee   ultimately   is   determined   to   be   entitled   to   such
      indemnification,  advance  expense payment or insurance  recovery,  as the
      case may be;

            (b) CLAIMS UNDER SECTION 16(B). To indemnify Indemnitee for expenses
      and  the  payment  of  profits  arising  from  the  purchase  and  sale by
      Indemnitee of securities in violation of Section 16(b) of the Exchange Act
      or any similar successor statute; or

            (c) CLAIMS  EXCLUDED  UNDER THE  CALIFORNIA  CORPORATIONS  CODE.  To
      indemnify  Indemnitee if (i)  Indemnitee did not act in good faith or in a
      manner  reasonably  believed by such Indemnitee to be in or not opposed to
      the best  interests  of the  Company,  (ii) with  respect to any  criminal
      action  or  proceeding,   Indemnitee  had  reasonable   cause  to  believe
      Indemnitee's  conduct  was  unlawful or (iii)  Indemnitee  shall have been
      adjudged  to be liable to the  Company  unless  and only to the extent the
      court in which such action was brought  shall  permit  indemnification  as
      provided in the CCC.

      10. PERIOD OF  LIMITATIONS.  No legal action shall be brought and no cause
of action  shall be  asserted  by or in the  right of the  Company  against  any
Indemnitee,  any Indemnitee's estate,  spouse,  heirs,  executors or personal or
legal  representatives  after  the  expiration  of five  years  from the date of
accrual of such cause of action, and any claim or cause of action of the Company
shall be  extinguished  and deemed released unless asserted by the timely filing
of a legal action within such five-year period;  provided,  however, that if any
shorter  period of  limitations  is  otherwise  applicable  to any such cause of
action, such shorter period shall govern.


                                       7
<PAGE>

      11. CONSTRUCTION OF CERTAIN PHRASES.

            (a) For  purposes of this  Agreement,  references  to the  "Company"
      shall include, in addition to the resulting  corporation,  any constituent
      corporation  (including any  constituent  of a constituent)  absorbed in a
      consolidation  or merger which,  if its separate  existence had continued,
      would have had power and authority to indemnify its  directors,  officers,
      employees,  agents  or  fiduciaries,  so  that if  Indemnitee  is or was a
      director,  officer,  employee,  agent, control person or fiduciary of such
      constituent  corporation,  or is or was  serving  at the  request  of such
      constituent corporation as a director,  officer, employee, control person,
      agent or fiduciary of another  corporation,  partnership,  joint  venture,
      employee benefit plan, trust or other  enterprise,  Indemnitee shall stand
      in the same position  under the  provisions of this Agreement with respect
      to the resulting or surviving  corporation  as Indemnitee  would have with
      respect to such  constituent  corporation  if its separate  existence  had
      continued.

            (b)  For   purposes  of  this   Agreement,   references   to  "other
      enterprises"  shall include employee benefit plans;  references to "fines"
      shall include any excise taxes assessed on any Indemnitee  with respect to
      an employee benefit plan; and references to "serving at the request of the
      Company" shall include any service as a director, officer, employee, agent
      or fiduciary of the Company which imposes duties on, or involves  services
      by, such director,  officer,  employee, agent or fiduciary with respect to
      an employee  benefit plan, its participants or its  beneficiaries;  and if
      any Indemnitee acted in good faith and in a manner  Indemnitee  reasonably
      believed to be in the interests of the participants  and  beneficiaries of
      an employee  benefit plan,  Indemnitee  shall be deemed to have acted in a
      manner "not  opposed to the best  interests of the Company" as referred to
      in this Agreement.

            (c) For  purposes of this  Agreement a "Change in Control"  shall be
      deemed  to have  occurred  if (i) any  "person"  (as such  term is used in
      Sections  13(d)(3) and 14(d)(2) of the Exchange Act), other than a trustee
      or other fiduciary  holding  securities  under an employee benefit plan of
      the  Company  or  a  corporation  owned  directly  or  indirectly  by  the
      stockholders of the Company in substantially the same proportions as their
      ownership  of stock of the Company,  (A) who is or becomes the  beneficial
      owner,  directly or indirectly,  of securities of the Company representing
      10% or more of the combined voting power of the Company's then outstanding
      Voting  Securities,  increases  his or her  beneficial  ownership  of such
      securities  by 5% or more over the  percentage  so owned by such person or
      (B)  becomes the  "beneficial  owner" (as defined in Rule 13d-3 under said
      Exchange  Act),  directly  or  indirectly,  of  securities  of the Company
      representing  more than 20% of the total voting power  represented  by the
      Company's then outstanding  Voting  Securities,  (ii) during any period of
      two  consecutive  years,  individuals  who at the beginning of such period
      constitute  the Board of  Directors  of the Company  and any new  director
      whose election by the Board of Directors or nomination for election by the
      Company's  stockholders  was approved by a vote of at least  two-thirds of
      the  directors  then  still in office  who either  were  directors



                                       8
<PAGE>


      at the  beginning  of the  period  or whose  election  or  nomination  for
      election was previously so approved,  cease for any reason to constitute a
      majority thereof or (iii) the stockholders of the Company approve a merger
      or  consolidation of the Company with any other  corporation  other than a
      merger or consolidation which would result in the Voting Securities of the
      Company  outstanding  immediately  prior  thereto  continuing to represent
      (either  by  remaining  outstanding  or by  being  converted  into  Voting
      Securities of the surviving entity) at least 80% of the total voting power
      represented  by the Voting  Securities  of the  Company or such  surviving
      entity outstanding immediately after such merger or consolidation,  or the
      stockholders of the Company approve a plan of complete  liquidation of the
      Company or an agreement for the sale or  disposition by the Company of (in
      one transaction or a series of transactions)  all or substantially  all of
      the Company's assets.

            (d) For  purposes of this  Agreement,  "Independent  Legal  Counsel"
      shall mean an attorney or firm of attorneys,  selected in accordance  with
      the  provisions  of  Section  3(d)  hereof,  who shall not have  otherwise
      performed services for the Company or any Indemnitee within the last three
      years  (other  than with  respect to matters  concerning  the right of any
      Indemnitee  under this Agreement,  or of other  indemnitees  under similar
      indemnity agreements).

            (e) For purposes of this Agreement,  a "Reviewing  Party" shall mean
      any  appropriate  person or body  consisting of a member or members of the
      Company's  Board of Directors or any other person or body appointed by the
      Board of Directors  who is not a party to the  particular  Claim for which
      Indemnitee are seeking indemnification, or Independent Legal Counsel.

            (f) For purposes of this Agreement,  "Voting  Securities" shall mean
      any  securities  of the Company  that vote  generally  in the  election of
      directors.

      12.  COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts, each of which shall constitute an original.

      13.  BINDING  EFFECT;  SUCCESSORS  AND ASSIGNS.  This  Agreement  shall be
binding  upon and inure to the  benefit  of and be  enforceable  by the  parties
hereto  and  their  respective  successors,  assigns,  including  any  direct or
indirect  successor by purchase,  merger,  consolidation  or otherwise to all or
substantially all of the business and/or assets of the Company,  spouses, heirs,
and personal and legal representatives.  The Company shall require and cause any
successor  (whether  direct or indirect by purchase,  merger,  consolidation  or
otherwise) to all,  substantially  all, or a  substantial  part, of the business
and/or  assets  of the  Company,  by  written  agreement  in form and  substance
satisfactory  to  Indemnitee,  expressly  to assume  and agree to  perform  this
Agreement  in the same manner and to the same  extent that the Company  would be
required to perform if no such succession had taken place.  This Agreement shall
continue  in effect with  respect to Claims  relating  to  Indemnifiable  Events
regardless of whether any Indemnitee continues to serve as a director,  officer,
employee,  agent, controlling person or fiduciary of the Company or of any other
enterprise, including subsidiaries of the Company, at the Company's request.


                                       9
<PAGE>

      14.  ATTORNEYS'  FEES.  In the event that any action is  instituted  by an
Indemnitee  under  this  Agreement  or under any  liability  insurance  policies
maintained  by the Company to enforce or  interpret  any of the terms  hereof or
thereof,  any Indemnitee  shall be entitled to be paid all Expenses  incurred by
Indemnitee with respect to such action if Indemnitee is ultimately successful in
such action,  and shall be entitled to the  advancement of Expenses with respect
to such  action,  unless,  as a part  of  such  action,  a  court  of  competent
jurisdiction  over such action  determines that the material  assertions made by
Indemnitee  as a basis  for such  action  were  not  made in good  faith or were
frivolous. In the event of an action instituted by or in the name of the Company
under this Agreement to enforce or interpret any of the terms of this Agreement,
Indemnitee  shall be entitled to be paid all Expenses  incurred by Indemnitee in
defense of such action  (including  costs and expenses  incurred with respect to
Indemnitee  counterclaims  and cross-claims  made in such action),  and shall be
entitled to the advancement of Expenses with respect to such action,  unless, as
a part of such action, a court having  jurisdiction  over such action determines
that the Indemnitee's material defenses to such action were made in bad faith or
were frivolous.

      15.  NOTICE.  All notices and other  communications  required or permitted
hereunder shall be in writing,  shall be effective when given,  and shall in any
event be deemed to be given (a) five  calendar  days after deposit with the U.S.
Postal Service or other applicable  postal service,  if delivered by first class
mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business
day after the business day of deposit with Federal Express or similar  overnight
courier,  freight prepaid,  or (d) one day after the business day of delivery by
facsimile transmission,  if deliverable by facsimile transmission,  with copy by
first class mail, postage prepaid,  and shall be addressed if to Indemnitee,  at
Indemnitee's  address  as set  forth  beneath  Indemnitee's  signature  to  this
Agreement  and if to the  Company  at the  address  of its  principal  corporate
offices  (attention:  Chief Executive  Officer) or at such other address as such
party may designate by ten calendar  days' advance  written  notice to the other
party hereto.

      16.  CONSENT TO  JURISDICTION.  The  Company  and  Indemnitee  each hereby
irrevocably consent to the jurisdiction of the courts of the State of California
for all purposes in connection with any action or proceeding which arises out of
or relates to this  Agreement  and agree that any action  instituted  under this
Agreement  shall be commenced,  prosecuted  and continued  only in the courts of
Santa Clara  County,  California,  which shall be the  exclusive and only proper
forum for adjudicating such a claim.

      17.  SEVERABILITY.  The provisions of this Agreement shall be severable in
the event that any of the provisions  hereof  (including any provision  within a
single  section,  paragraph  or  sentence)  are  held  by a court  of  competent
jurisdiction to be invalid, void or otherwise  unenforceable,  and the remaining
provisions  shall remain  enforceable  to the fullest  extent  permitted by law.
Furthermore,  to the fullest extent  possible,  the provisions of this Agreement
(including,  without limitations,  each portion of this Agreement containing any
provision  held to be  invalid,  void or  otherwise  unenforceable,  that is not
itself invalid,  void or unenforceable)  shall be construed so as to give effect
to  the  intent   manifested   by  the  provision   held  invalid,   illegal  or
unenforceable.


                                       10
<PAGE>

      18. CHOICE OF LAW. This Agreement  shall be governed by and its provisions
construed and enforced in accordance  with the laws of the State of  California,
as applied to contracts  between  California  residents,  entered into and to be
performed  entirely  within  the  State of  California,  without  regard  to the
conflict of laws principles thereof.

      19. SUBROGATION. In the event of payment under this Agreement, the Company
shall be  subrogated  to the  extent  of such  payment  to all of the  rights of
recovery of Indemnitee who shall execute all documents required and shall do all
acts that may be  necessary  to secure  such  rights and to enable  the  Company
effectively to bring suit to enforce such rights.

      20. AMENDMENT AND TERMINATION. No amendment, modification,  termination or
cancellation of this Agreement shall be effective unless it is in writing signed
by all parties  hereto.  No waiver of any of the  provisions  of this  Agreement
shall be deemed or shall  constitute  a waiver  of any other  provisions  hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

      21. INTEGRATION AND ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding  between the parties hereto and supersedes and merges all previous
written  and  oral  negotiations,  commitments,  understandings  and  agreements
relating to the subject matter hereof between the parties hereto.

      22. NO CONSTRUCTION  AS EMPLOYMENT  AGREEMENT.  Nothing  contained in this
Agreement  shall be construed as giving the  Indemnitee any right to be retained
in the employ of the Company or any of its subsidiaries.

      23.  CORPORATE  AUTHORITY.  The  Board of  Directors  of the  Company  has
approved the terms of this Agreement.

      24.  INDEMNIFICATION OF VENTURE CAPITAL FUNDS. If (i) Indemnitee is or was
affiliated  with one or more  venture  capital  funds that has  invested  in the
Company  (each a "VC FUND"),  (ii) a VC Fund is, or is  threatened to be made, a
party to or a participant in any Proceeding, and (iii) the VC Fund's involvement
in the Proceeding is directly or indirectly  related to Indemnitee's  service to
the Company as a director of the Company,  then the VC Fund shall be entitled to
all of the indemnification  rights and remedies under this Agreement to the same
extent as Indemnitee.


                            [Signature Page Follows]


                                       11
<PAGE>



      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as of the day and year first above written.


                                     COMPANY:
                                     --------

                                     WORLD WASTE TECHNOLOGIES, INC.


                                     By:
                                           -------------------------------------

                                     Name:
                                           -------------------------------------

                                     Title:
                                           -------------------------------------


                                     INDEMNITEE:
                                     -----------


                                     -------------------------------------------

                                     Printed Name:
                                                  ------------------------------

                                     Address:
                                             -----------------------------------

                                             -----------------------------------

                                             -----------------------------------



                     [Signature Page to Indemnity Agreement]