Exhibit 10.3

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITY.

THIS DEBENTURE WAS ISSUED WITH WARRANTS AND AS SUCH IS ISSUED AT AN ORIGINAL
ISSUE DISCOUNT

Original Issue Date: ____________ __, 200__

                                                                      $_________

                          10% SENIOR SECURED DEBENTURE

      THIS 10% SECURED DEBENTURE is one of a series of duly authorized and
issued 10% Senior Secured Debentures of World Waste Technologies, Inc., a
California corporation, having a principal place of business at 10600 N. De Anza
Blvd., Suite 250, Cupertino, CA 95014 (the "Company"), designated as its 10%
Senior Secured Debentures (the "Debentures").

      FOR VALUE RECEIVED, the Company promises to pay to ___________________ or
its registered assigns (the "Holder"), the principal sum of $________ on the
earlier of (a) June __, 2007, (b) the closing of one or more financings of
Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement)
occurring after the date hereof generating gross cash proceeds to the Company in
the aggregate amount of at least $9.0 million, excluding any proceeds from the
sale of securities issued pursuant to the Transaction Documents and excluding
any securities issued pursuant to the Exchange Offer (as defined in the Purchase
Agreement), (c) or such earlier date as this Debenture is required or permitted
to be repaid as provided hereunder (the "Maturity Date"), and to pay interest to
the Holder on the then outstanding principal amount of this Debenture in
accordance with the provisions hereof. This Debenture is subject to the
following additional provisions:

      Section 1. Definitions. For the purposes hereof, in addition to the terms
defined elsewhere in this Debenture: (a) capitalized terms not otherwise defined
herein have the meanings given to such terms in the Purchase Agreement, and (b)
the following terms shall have the following meanings:


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<PAGE>

            "Agent" shall have the meaning set forth in the Security Agreement.

            "Business Day" means any day except Saturday, Sunday and any day
      which shall be a federal legal holiday in the United States or a day on
      which banking institutions in the State of New York are authorized or
      required by law or other government action to close.

                  "Change of Control Transaction" means the occurrence after the
         date hereof of any of (i) an acquisition after the date hereof by an
         individual or legal entity or "group" (as described in Rule 13d-5(b)(1)
         promulgated under the Exchange Act), other than pursuant to the
         Transaction Documents, of effective control (whether through legal or
         beneficial ownership of capital stock of the Company, by contract or
         otherwise) of in excess of 40% of the voting securities of the Company,
         or (ii) other than a merger the sole purpose of which is to
         reincorporate the Company, the Company merges into or consolidates with
         any other Person, or any Person merges into or consolidates with the
         Company and, after giving effect to such transaction, the stockholders
         of the Company immediately prior to such transaction own less than 60%
         of the aggregate voting power of the Company or the successor entity of
         such transaction, or (iii) the Company sells or transfers its assets,
         as an entirety or substantially as an entirety, to another Person and
         the stockholders of the Company immediately prior to such transaction
         own less than 60% of the aggregate voting power of the acquiring entity
         immediately after the transaction, or (iv) a replacement at one time or
         within a three year period of more than one-half of the members of the
         Company's board of directors which is not approved by a majority of
         those individuals who are members of the board of directors on the date
         hereof (or by those individuals who are serving as members of the board
         of directors on any date whose nomination to the board of directors was
         approved by a majority of the members of the board of directors who are
         members on the date hereof), or (v) the execution by the Company of an
         agreement to which the Company is a party or by which it is bound,
         providing for any of the events set forth above in (i) or (iv)
         Notwithstanding the foregoing, (i) the acquisition of the Company's
         securities by any holder of the Company's Series A Preferred Stock (or
         any of such holders' Affiliates) shall in no event be deemed to be a
         "Change of Control Transaction" and (ii) any transaction the proceeds
         of which are used to repay the Debentures in full shall not be deemed a
         "Change of Control Transaction".

                  "Common Stock" means the common stock, par value $0.001 per
         share, of the Company and stock of any other class of securities into
         which such securities may hereafter have been reclassified or changed
         into.

            "Debenture Register" shall have the meaning set forth in Section
      2(a).


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<PAGE>

            "Event of Default" shall have the meaning set forth in Section 6.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations promulgated thereunder.

            "Fundamental Transaction" shall mean (A) the Company effects any
      sale of all or substantially all of its assets in one or a series of
      related transactions, (B) any tender offer or exchange offer (other than
      the Exchange Offer)(whether by the Company or another Person) is completed
      pursuant to which holders of Common Stock are permitted to tender or
      exchange their shares for other securities, cash or property, or (C) the
      Company effects any reclassification of the Common Stock or any compulsory
      share exchange pursuant to which the Common Stock is effectively converted
      into or exchanged for other securities, cash or property.

            "Late Fees" shall have the meaning set forth in Section 2(b).

            "Mandatory Default Amount" shall equal the sum of (i) 100% of the
      principal amount of this Debenture then outstanding, plus all accrued and
      unpaid interest thereon and (ii) all other amounts, costs, expenses and
      liquidated damages due in respect of this Debenture.

            "New York Courts" shall have the meaning set forth in Section 7(e).

            "Original Issue Date" shall mean the date of the first issuance of
      this Debenture regardless of the number of transfers of any Debenture and
      regardless of the number of instruments which may be issued to evidence
      such Debenture.


                                       3
<PAGE>

            "Permitted Indebtedness" shall mean the individual and collective
      reference to the following: (a) the Debentures, the Existing Securities
      (provided that the holders of at least $3,515,000 aggregate principal
      amount of such Existing Securities have entered into the Security
      Agreement (in the form attached to the Purchase Agreement)) and up to
      approximately $________ of Indebtedness existing on the date of the
      Purchase Agreement as described in Schedule 3.1(aa) attached to the
      Purchase Agreement, (b) Indebtedness incurred in connection with the
      acquisition of capital assets and obligations under sale-leaseback
      arrangements with respect to newly acquired or leased assets to Persons up
      to, in the aggregate at any one time outstanding, a maximum of $3,000,000,
      (c) purchase money Indebtedness with respect to newly acquired assets, and
      (d) up to $10 million of additional Indebtedness incurred by the Company
      that does not mature or require payments of principal prior to the
      Maturity Date and is made expressly subordinate in right of payment to the
      Indebtedness evidenced by this Debenture, as reflected in a written
      agreement reasonably acceptable to the Agent and approved by the Holder in
      writing.

            "Permitted Lien" shall mean the individual and collective reference
      to the following: (a) Liens for taxes, assessments and other governmental
      charges or levies not yet due or Liens for taxes, assessments and other
      governmental charges or levies being contested in good faith and by
      appropriate proceedings for which adequate reserves (in the good faith
      judgment of the management of the Company) have been established in
      accordance with GAAP; (b) any Liens incurred in connection with Permitted
      Indebtedness under clause (b) and (c) in the definition of Permitted
      Indebtedness above, provided that such liens are not secured by assets of
      the Company or its Subsidiaries other than the assets so acquired or
      leased; (c) Liens imposed by law which were incurred in the ordinary
      course of business, such as carriers', warehousemen's and mechanics'
      Liens, statutory landlords' Liens, and other similar Liens arising in the
      ordinary course of business, and (x) which do not individually or in the
      aggregate materially detract from the value of such property or assets or
      materially impair the use thereof in the operation of the business of the
      Company and its consolidated Subsidiaries or (y) which are being contested
      in good faith by appropriate proceedings, which proceedings have the
      effect of preventing the forfeiture or sale of the property or asset
      subject to such Lien; and (d) Liens created in favor of the Purchasers
      pursuant to the Security Documents and Liens created in favor of the
      holders of the Existing Securities (provided that the holders of at least
      $3,515,000 aggregate principal amount of such Existing Securities have
      entered into the Security Agreement (in the form attached to the Purchase
      Agreement)).

            "Person" means a corporation, an association, a limited liability
      company, a partnership, an organization, a business, an individual, a
      government or political subdivision thereof or a governmental agency.

            "Purchase Agreement" means the Securities Purchase Agreement, dated
      as of December 27, 2005, to which the Company, the original Holder and
      other investors signatory thereto are parties, as amended, modified or
      supplemented from time to time in accordance with its terms.

            "Subsidiary" shall have the meaning given to such term in the
      Purchase Agreement.

            "Trading Day" means a day on which the Common Stock is traded on a
      Trading Market.

            "Trading Market" means the following markets or exchanges on which
      the Common Stock is listed or quoted for trading on the date in question:
      the Nasdaq SmallCap Market, the American Stock Exchange, the New York
      Stock Exchange, the Nasdaq National Market or the OTC Bulletin Board.

            "Transaction Documents" shall have the meaning set forth in the
      Purchase Agreement.

      Section 2. Interest.


                                       4
<PAGE>

            a) Interest Calculations. Interest on the then outstanding principal
      amount of this Debenture shall accrue at the rate of 10% per annum,
      payable quarterly on December 31, March 31, June 30 and September 30,
      beginning on March 31, 2006 and on the Maturity Date. Interest shall be
      calculated on the basis of a 360-day year and shall accrue daily
      commencing on the Original Issue Date until payment in full of the
      principal sum, together with all accrued and unpaid interest and other
      amounts which may become due hereunder, has been made. Interest shall
      compound quarterly. Interest hereunder will be paid to the Person in whose
      name this Debenture is registered on the records of the Company regarding
      registration and transfers of this Debenture (the "Debenture Register").

            b) Late Fee. All overdue accrued and unpaid interest to be paid
      hereunder shall entail a late fee at the rate of 18% per annum (or such
      lower maximum amount of interest permitted to be charged under applicable
      law) ("Late Fees") which will accrue daily, from the date such interest is
      due hereunder through and including the date of payment.

            c) Prepayment. The Company may prepay this Debenture at any time
      without penalty provided that the Company acknowledges and agrees that the
      Warrants issued pursuant to the Purchase Agreement shall not be reduced by
      any such prepayment and that the rights of the Holder pursuant to Section
      4.13(g) of the Purchase Agreement shall pre-empt the Company's prepayment
      right hereunder.

      Section 3. Registration of Transfers and Exchanges.

            a) Different Denominations. This Debenture is exchangeable for an
      equal aggregate principal amount of Debentures of different authorized
      denominations, as requested by the Holder surrendering the same. No
      service charge will be made for such registration of transfer or exchange.

            b) Investment Representations. This Debenture has been issued
      subject to certain investment representations of the original Holder set
      forth in the Purchase Agreement and may be transferred or exchanged only
      in compliance with the Purchase Agreement and applicable federal and state
      securities laws and regulations.

            c) Reliance on Debenture Register. Prior to due presentment to the
      Company for transfer of this Debenture, the Company and any agent of the
      Company may treat the Person in whose name this Debenture is duly
      registered on the Debenture Register as the owner hereof for the purpose
      of receiving payment as herein provided and for all other purposes,
      whether or not this Debenture is overdue, and neither the Company nor any
      such agent shall be affected by notice to the contrary.

      Section 4. Intentionally Omitted.


                                       5
<PAGE>

      Section 5. Negative Covenants. So long as any portion of this Debenture is
outstanding, without the consent of the holders of at least 30% in interest of
the principal amount outstanding on all Debentures, the Company will not and
will not permit any of its Subsidiaries to directly or indirectly:

            a) other than Permitted Indebtedness, enter into, create, incur,
      assume, guarantee or suffer to exist any indebtedness for borrowed money
      of any kind, including but not limited to, a guarantee, on or with respect
      to any of its property or assets now owned or hereafter acquired or any
      interest therein or any income or profits therefrom;

            b) other than Permitted Liens, enter into, create, incur, assume or
      suffer to exist any liens of any kind, on or with respect to any of its
      property or assets now owned or hereafter acquired or any interest therein
      or any income or profits therefrom;

            c) amend its certificate of incorporation, bylaws or other charter
      documents so as to materially and adversely affect any rights of the
      Holder;

            d) repay, repurchase or otherwise acquire shares of its Common Stock
      or Common Stock Equivalents other than repurchases of shares of Common
      Stock or other equity securities of departing officers and directors of
      the Company; provided such repurchases shall not exceed $130,000, in the
      aggregate, for all officers and directors during the term of this
      Debenture;

            e) enter into any agreement with respect to any of the foregoing; or

            f) pay cash dividends or cash distributions on any equity securities
      of the Company.

      Section 6. Events of Default.

            a) "Event of Default", wherever used herein, means any one of the
      following events (whatever the reason and whether it shall be voluntary or
      involuntary or effected by operation of law or pursuant to any judgment,
      decree or order of any court, or any order, rule or regulation of any
      administrative or governmental body):

                  i. any default in the payment of (A) the principal amount of
            any Debenture, or (B) interest (including Late Fees) on, or
            liquidated damages in respect of, any Debenture, as and when the
            same shall become due and payable (whether on the Maturity Date or
            by acceleration or otherwise) which default is not cured within 5
            Trading Days;

                  ii. the Company shall materially fail to observe or perform
            any other covenant or agreement contained in (A) this Debenture or
            (B) any of the other Transaction Documents, which failure is not
            cured, if possible to cure, within the earlier to occur of (A) 30
            Trading Days after notice of such default sent by the Holder or by
            any other Holder and (B) 45 Trading Days after the Company shall
            become or should have become aware of such failure;


                                       6
<PAGE>

                  iii. a default or event of default (subject to any grace or
            cure period provided for in the applicable agreement, document or
            instrument) shall occur under any material agreement (other than the
            Transaction Documents), lease, document or instrument to which the
            Company or any Subsidiary is bound and would have a Material Adverse
            Effect on the Company, and such default shall not be cured by the
            Company within 60 days thereafter;

                  iv. any representation or warranty made herein, in any other
            Transaction Documents shall be materially untrue or incorrect in any
            material respect as of the date when made or deemed made;

                  v. (i) the Company or any of its material Subsidiaries shall
            commence a case, as debtor, under any applicable bankruptcy or
            insolvency laws as now or hereafter in effect or any successor
            thereto, or the Company or any material Subsidiary commences any
            other proceeding under any reorganization, arrangement, adjustment
            of debt, relief of debtors, dissolution, insolvency or liquidation
            or similar law of any jurisdiction whether now or hereafter in
            effect relating to the Company or any material Subsidiary thereof;
            or (ii) there is commenced a case against the Company or any
            material Subsidiary thereof, under any applicable bankruptcy or
            insolvency laws, as now or hereafter in effect or any successor
            thereto which remains undismissed for a period of 60 days; or (iii)
            the Company or any material Subsidiary thereof is adjudicated by a
            court of competent jurisdiction insolvent or bankrupt; or any order
            of relief or other order approving any such case or proceeding is
            entered; or (iv) the Company or any material Subsidiary thereof
            suffers any appointment of any custodian or the like for it or any
            substantial part of its property which continues undischarged or
            unstayed for a period of 60 days; or (v) the Company or any material
            Subsidiary thereof makes a general assignment for the benefit of
            creditors; or (vi) the Company or any material Subsidiary thereof
            shall call a meeting of its creditors with a view to arranging a
            composition, adjustment or restructuring of its debts; or (vii) the
            Company or any material Subsidiary thereof shall by any act or
            failure to act expressly indicate its consent to, approval of or
            acquiescence in any of the foregoing; or (viii) any corporate or
            other action is taken by the Company or any material Subsidiary
            thereof for the purpose of effecting any of the foregoing;

                  vi. the Company or any Subsidiary shall default in any of its
            obligations under any mortgage, credit agreement or other facility,
            indenture agreement, factoring agreement or other instrument under
            which there may be issued, or by which there may be secured or
            evidenced any indebtedness for borrowed money or money due under any
            long term leasing or factoring arrangement of the Company in an
            amount exceeding $350,000, whether such indebtedness now exists or
            shall hereafter be created and such default shall continue for more
            than the period of grace, if any, specified therein and shall not
            have been waived pursuant thereto;


                                       7
<PAGE>

                  vii. the Common Stock shall not be eligible for quotation on
            or quoted for trading on a Trading Market and shall not again be
            eligible for and quoted or listed for trading thereon within five
            Trading Days;

                  viii. the Company shall be a party to any Change of Control
            Transaction or Fundamental Transaction, shall agree to sell or
            dispose of all or in excess of 40% of its assets in one or more
            transactions (whether or not such sale would constitute a Change of
            Control Transaction) or shall redeem or repurchase more than a de
            minimis number of its outstanding shares of Common Stock or other
            equity securities of the Company (other than repurchases of shares
            of Common Stock or other equity securities of departing officers and
            directors of the Company; provided such repurchases shall not exceed
            $130,000, in the aggregate, for all officers and directors during
            the term of this Debenture);

                  ix. the Company shall fail to have available a sufficient
            number of authorized and unreserved shares of Common Stock to issue
            to such Holder upon exercise of the Warrants in full;

                  x. any monetary judgment, writ or similar final process shall
            be entered or filed against the Company, any Subsidiary or any of
            their respective property or other assets for more than $200,000,
            and shall remain unvacated, unbonded or unstayed for a period of 45
            calendar days; or

                  xi. the Company shall fail, at any time, to have a perfected,
            first priority security interest in any material portion of the
            Collateral (as defined in the Security Agreement) and all other
            assets pledged to Holder as security for the loan evidenced by this
            Debenture, in each case in accordance with and subject to the
            exceptions in the Security Agreement.

            b) Remedies Upon Event of Default. If any Event of Default occurs,
      (i) the full principal amount of this Debenture, together with interest
      and other amounts owing in respect thereof, to the date of acceleration
      shall become, solely at the election of holders of at least 30% in
      interest of the principal amount outstanding under all Debentures,
      immediately due and payable in cash. The aggregate amount payable upon an
      Event of Default shall be equal to the Mandatory Default Amount.
      Commencing 5 days after the occurrence of any Event of Default that
      results in the eventual acceleration of this Debenture, the interest rate
      on this Debenture shall accrue at the rate of 18% per annum, or such lower
      maximum amount of interest permitted to be charged under applicable law.
      Upon the payment in full of the Mandatory Default Amount on this entire
      Debenture the Holder shall promptly surrender this Debenture to or as
      directed by the Company. The Holder need not provide and the Company
      hereby waives any presentment, demand, protest or other notice of any
      kind, and the Holder may immediately and without expiration of any grace
      period enforce any and all of its rights and remedies hereunder and all
      other remedies available to it under applicable law. Such declaration may
      be rescinded and annulled by Holder at any time prior to payment hereunder
      and the Holder shall have all rights as a Debenture holder until such
      time, if any, as the full payment under this Section shall have been
      received by it. No such rescission or annulment shall affect any
      subsequent Event of Default or impair any right consequent thereon.


                                       8
<PAGE>

      Section 7. Miscellaneous.

            a) Notices. Any and all notices or other communications or
      deliveries to be provided by the Holder hereunder shall be in writing and
      delivered personally, by facsimile, sent by a nationally recognized
      overnight courier service, addressed to the Company, at the address set
      forth above, facsimile number _________, Attn: _____________ or such other
      address or facsimile number as the Company may specify for such purposes
      by notice to the Holder delivered in accordance with this Section. Any and
      all notices or other communications or deliveries to be provided by the
      Company hereunder shall be in writing and delivered personally, by
      facsimile, sent by a nationally recognized overnight courier service
      addressed to each Holder at the facsimile telephone number or address of
      such Holder appearing on the books of the Company, or if no such facsimile
      telephone number or address appears, at the principal place of business of
      the Holder. Any notice or other communication or deliveries hereunder
      shall be deemed given and effective on the earliest of (i) the date of
      transmission, if such notice or communication is delivered via facsimile
      at the facsimile telephone number specified in this Section prior to 5:30
      p.m. (New York City time), (ii) the date after the date of transmission,
      if such notice or communication is delivered via facsimile at the
      facsimile telephone number specified in this Section later than 5:30 p.m.
      (New York City time) on any date and earlier than 11:59 p.m. (New York
      City time) on such date, (iii) the second Business Day following the date
      of mailing, if sent by nationally recognized overnight courier service, or
      (iv) upon actual receipt by the party to whom such notice is required to
      be given.

            b) Absolute Obligation. Except as expressly provided herein, no
      provision of this Debenture shall alter or impair the obligation of the
      Company, which is absolute and unconditional, to pay the principal of,
      interest and liquidated damages (if any) on, this Debenture at the time,
      place, and rate, and in the coin or currency, herein prescribed. This
      Debenture is a direct debt obligation of the Company. This Debenture ranks
      pari passu with all other Debentures now or hereafter issued under the
      terms set forth herein.

            c) Security Interest. This Debenture is a direct debt obligation of
      the Company and, pursuant to the Security Documents, is secured by a first
      priority security interest in all of the assets of the Company and certain
      other collateral for the benefit of the Holders.


                                       9
<PAGE>

            d) Lost or Mutilated Debenture. If this Debenture shall be
      mutilated, lost, stolen or destroyed, the Company shall execute and
      deliver, in exchange and substitution for and upon cancellation of a
      mutilated Debenture, or in lieu of or in substitution for a lost, stolen
      or destroyed Debenture, a new Debenture for the principal amount of this
      Debenture so mutilated, lost, stolen or destroyed but only upon receipt of
      evidence of such loss, theft or destruction of such Debenture, and of the
      ownership hereof, and indemnity, if requested, all reasonably satisfactory
      to the Company.

            e) Governing Law. All questions concerning the construction,
      validity, enforcement and interpretation of this Debenture shall be
      governed by and construed and enforced in accordance with the internal
      laws of the State of New York, without regard to the principles of
      conflicts of law thereof. Each party agrees that all legal proceedings
      concerning the interpretations, enforcement and defense of the
      transactions contemplated by any of the Transaction Documents (whether
      brought against a party hereto or its respective affiliates, directors,
      officers, shareholders, employees or agents) shall be commenced in the
      state and federal courts sitting in the City of New York, Borough of
      Manhattan (the "New York Courts"). Each party hereto hereby irrevocably
      submits to the exclusive jurisdiction of the New York Courts for the
      adjudication of any dispute hereunder or in connection herewith or with
      any transaction contemplated hereby or discussed herein (including with
      respect to the enforcement of any of the Transaction Documents), and
      hereby irrevocably waives, and agrees not to assert in any suit, action or
      proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court, or such New York Courts are improper or
      inconvenient venue for such proceeding. Each party hereby irrevocably
      waives personal service of process and consents to process being served in
      any such suit, action or proceeding by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of
      delivery) to such party at the address in effect for notices to it under
      this Debenture and agrees that such service shall constitute good and
      sufficient service of process and notice thereof. Nothing contained herein
      shall be deemed to limit in any way any right to serve process in any
      manner permitted by law. Each party hereto hereby irrevocably waives, to
      the fullest extent permitted by applicable law, any and all right to trial
      by jury in any legal proceeding arising out of or relating to this
      Debenture or the transactions contemplated hereby. If either party shall
      commence an action or proceeding to enforce any provisions of this
      Debenture, then the prevailing party in such action or proceeding shall be
      reimbursed by the other party for its reasonable attorneys' fees and other
      costs and expenses incurred with the investigation, preparation and
      prosecution of such action or proceeding.

            f) Waiver. Any waiver by the Company or the Holder of a breach of
      any provision of this Debenture shall not operate as or be construed to be
      a waiver of any other breach of such provision or of any breach of any
      other provision of this Debenture. The failure of the Company or the
      Holder to insist upon strict adherence to any term of this Debenture on
      one or more occasions shall not be considered a waiver or deprive that
      party of the right thereafter to insist upon strict adherence to that term
      or any other term of this Debenture. Any waiver must be in writing.


                                       10
<PAGE>

            g) Severability. If any provision of this Debenture is invalid,
      illegal or unenforceable, the balance of this Debenture shall remain in
      effect, and if any provision is inapplicable to any person or
      circumstance, it shall nevertheless remain applicable to all other persons
      and circumstances. If it shall be found that any interest or other amount
      deemed interest due hereunder violates applicable laws governing usury,
      the applicable rate of interest due hereunder shall automatically be
      lowered to equal the maximum permitted rate of interest. The Company
      covenants (to the extent that it may lawfully do so) that it shall not at
      any time insist upon, plead, or in any manner whatsoever claim or take the
      benefit or advantage of, any stay, extension or usury law or other law
      which would prohibit or forgive the Company from paying all or any portion
      of the principal of or interest on this Debenture as contemplated herein,
      wherever enacted, now or at any time hereafter in force, or which may
      affect the covenants or the performance of this indenture, and the Company
      (to the extent it may lawfully do so) hereby expressly waives all benefits
      or advantage of any such law, and covenants that it will not, by resort to
      any such law, hinder, delay or impeded the execution of any power herein
      granted to the Holder, but will suffer and permit the execution of every
      such as though no such law has been enacted.

            h) Next Business Day. Whenever any payment or other obligation
      hereunder shall be due on a day other than a Business Day, such payment
      shall be made on the next succeeding Business Day.

            i) Headings. The headings contained herein are for convenience only,
      do not constitute a part of this Debenture and shall not be deemed to
      limit or affect any of the provisions hereof.

            j) Usury. To the extent it may lawfully do so, the Company hereby
      agrees not to insist upon or plead or in any manner whatsoever claim, and
      will resist any and all efforts to be compelled to take the benefit or
      advantage of, usury laws wherever enacted, now or at any time hereafter in
      force, in connection with any claim, action or proceeding that may be
      brought by any Purchaser in order to enforce any right or remedy under any
      Transaction Document. Notwithstanding any provision to the contrary
      contained in any Transaction Document, it is expressly agreed and provided
      that the total liability of the Company under the Transaction Documents
      for payments in the nature of interest shall not exceed the Maximum Rate,
      and, without limiting the foregoing, in no event shall any rate of
      interest or default interest, or both of them, when aggregated with any
      other sums in the nature of interest that the Company may be obligated to
      pay under the Transaction Documents exceed such Maximum Rate. It is agreed
      that if the maximum contract rate of interest allowed by law and
      applicable to the Transaction Documents is increased or decreased by
      statute or any official governmental action subsequent to the date hereof,
      the new maximum contract rate of interest allowed by law will be the
      Maximum Rate applicable to the Transaction Documents from the effective
      date of such increase or decrease forward, unless such application is
      precluded by applicable law. If under any circumstances whatsoever,
      interest in excess of the Maximum Rate is paid by the Company to any
      Purchaser with respect to indebtedness, if any, evidenced by the
      Transaction Documents, such excess shall be applied by such Purchaser to
      the unpaid principal balance of any such indebtedness or be refunded to
      the Company, the manner of handling such excess to be at such Purchaser's
      election in the event any principal amount remains outstanding.


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<PAGE>

            k) Assumption. Any successor to the Company or surviving entity in a
      Fundamental Transaction or any merger or consolidation of the Company with
      or into another Person ("Merger") shall (i) assume in writing all of the
      obligations of the Company under this Debenture and the other Transaction
      Documents pursuant to written agreements in form and substance
      satisfactory to the Holder (such approval not to be unreasonably withheld
      or delayed) prior to such Fundamental Transaction or Merger and (ii) to
      issue to the Holder a new debenture of such successor entity evidenced by
      a written instrument substantially similar in form and substance to this
      Debenture, including, without limitation, having a principal amount and
      interest rate equal to the principal amounts and the interest rates of the
      Debentures held by the Holder and having similar ranking to this
      Debenture, and satisfactory to the Holder (any such approval not to be
      unreasonably withheld or delayed). The provisions of this Section 7(k)
      shall apply similarly and equally to successive Fundamental Transactions
      or Merger and shall be applied without regard to any limitations of this
      Debenture.

            l) Waivers and Amendments. With the written consent of the Qualified
      Purchasers, the obligations of the Company and the rights of the Holder
      under this Debenture may be amended or waived (either generally or in a
      particular instance, either retroactively or prospectively, and either for
      a specified period of time or indefinitely).

                              *********************


                                       12
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
executed by a duly authorized officer as of the date first above indicated.

                                            WORLD WASTE TECHNOLOGIES, INC.


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


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