World
      Waste Technologies, Inc.

    13500
      Evening Creek Drive North

    Suite
      440

    San
      Diego, California 92128

    


    November
      4, 2006

    


    Dr.
      James
      Ferris

    


     

    Dear
      Jim:

     

    It
      gives
      us great pleasure to offer you the position of President and Chief Operating
      Officer for World Waste Technologies, Inc. This letter agreement (the
“Agreement”) sets forth the basic terms and conditions of your new position.
      Your effective date of hire by the Company is November 1, 2006. By signing
      this
      letter, you will be agreeing to these terms. It is important that you understand
      clearly both what your benefits are and the obligations you have to the
      Company.

     

    1.  Compensation.
      You
      will be compensated at the monthly rate of $14,000, payable monthly in arrears.
      Although you will no longer be a non-employee member of the board of directors
      of the Company (the “Board”)., so long as you continue to serve as a director
      you will receive the same fees (cash and equity) as our other non-employee
      directors. You will be reimbursed for all of your business expenses (including
      travel and lodging) in accordance with the Company’s standard
      practices.

     

    2.  Duties.
      You
      have been appointed by the Company to serve as its President and Chief Operating
      Officer. Your duties, responsibilities and authority include those set forth
      on
      the attached Annex A, together with such other duties as are appropriate to
      such
      position and as are from time to time assigned to you by the Chief Executive
      Officer. Throughout the term of your employment, you will devote such business
      time and energies to the business and affairs of the Company as needed to carry
      out your duties and responsibilities, subject to the overall supervision and
      direction of the Chief Executive Officer and the Board. You will work primarily
      out of the Company’s Anaheim, California plant.

     

    As
      an
      exempt employee, you are required to exercise your specialized expertise,
      independent judgment and discretion to provide high quality services. You are
      required to follow written office policies and procedures adopted from time
      to
      time by the Company. The Company reserves the right to change these written
      policies and procedures at any time. While at work, you are required to devote
      your full energies, efforts and abilities to your employment, unless the Company
      expressly agrees otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Offer
        – Dr.
        James
        Ferris

      November
        4, 2006

      Page
        2
of
        2

    

     

    3.  Proprietary
      Information Agreement.
      You
      will be required to sign the Company's standard Proprietary Information and
      Inventions Agreement, which is incorporated into this agreement by reference.
      You are required to immediately notify the Company (through an appropriate
      officer or other employee of the Company) regarding any product, improvement
      or
      process which you shall discover, make, invent, conceive, develop or design,
      solely or jointly with others, relating to any product, equipment or process
      which is applicable to the subject matter of the Company's business, or which
      may be directly or indirectly utilized in connection therewith, irrespective
      of
      whether or not said product, improvement or process was discovered, made,
      invented, conceived, developed or designed on your time or at the expense of
      the
      Company.

     

    4.  Employee
      Benefits.
      You
      will be eligible for paid vacation, holidays, health benefits and other employee
      benefits, in accordance with the Company's employee policies as developed,
      adopted and modified from time to time. 

     

    5.  At
      Will Employment.
      Your
      employment with the Company is at the Company’s sole discretion (in legal terms,
      this means that your employment 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, and without thereby incurring any
      liability under this Agreement or otherwise. This term of employment is not
      subject to change or modification of any kind except if in writing and signed
      by
      you and the Chief Executive Officer of the Company.

     

    6.  Arbitration.
      

     

    You
      and
      the Company agree that any dispute arising under or in connection with this
      Agreement, including any dispute involving your employment or the termination
      of
      that employment and any claim the Company may assert against you (whether based
      on contract, tort or statutory duty or prohibition, including any prohibition
      against discrimination or harassment or misuse of company property or trade
      secrets ), shall be submitted to binding arbitration in accordance with
      California Code of Civil Procedure §§ 1280 - 1294.2 before a single neutral
      arbitrator. You and the Company understand that each is waiving its rights
      to a
      jury trial.

     

    The
      party
      demanding arbitration shall submit a written claim to the other party setting
      out the basis of the claim. Demands shall be presented in the same manner as
      notices under this Agreement. You and the Company will attempt to reach
      agreement on an arbitrator within ten (10) business days of delivery of the
      arbitration demand. After this ten (10) business day period, either you or
      the
      Company may request a list of seven professional arbitrators from the American
      Arbitration Association or another mutually agreed service. You and the Company
      will alternately strike names until only one person remains and that person
      shall be designated as the arbitrator. The party demanding arbitration shall
      make the first strike.

     

    The
      arbitration shall take place in or within five miles of San Diego, California,
      at a time and place determined by the arbitrator. Each party shall be entitled
      to discovery of essential documents and witnesses and to deposition discovery,
      as determined by the arbitrator, taking into account the mutual desire to have
      a
      fast, cost-effective, dispute-resolution mechanism. You and the Company will
      attempt to cooperate in the discovery process before seeking the determination
      of the arbitrator. Except as otherwise determined by the arbitrator, you and
      the
      Company will each be limited to no more than three (3) depositions. The
      arbitrator shall have the powers provided in California Code of Civil Procedure
      §§ 1282.2 - 1284.2 and may provide all appropriate remedies at law or
      equity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Offer
–
        Dr. James Ferris

      November
        4, 2006

      Page
        3
of
        3

    

     

    The
      arbitrator will have the authority to entertain a motion to dismiss and/or
      a
      motion for summary judgment by either you or the Company and shall apply the
      standards governing such motions under California law, unless the standards
      of
      another judicial forum supercede California law. The Arbitrator shall render,
      within sixty (60) days of the completion of the arbitration, an award and a
      written, reasoned opinion in support of that award. Judgment on the award may
      be
      entered in any court having jurisdiction.

     

    The
      Company will pay the arbitrator's expenses and fees, all meeting room charges
      and any other expenses that would not have been incurred if the case were
      litigated in the judicial forum having jurisdiction over it. Unless otherwise
      ordered by the arbitrator pursuant to law or this Agreement, each party shall
      pay its own attorney fees, witness fees and other expenses incurred by the
      party
      for his or its own benefit. Your share of any filing, administration or similar
      fee shall be no more than the then current filing or other applicable fee in
      California Superior Court or, if applicable, other appropriate tribunal with
      jurisdiction..

     

    7.  Withholding.
      Anything to the contrary notwithstanding, all payments made by the Company
      hereunder to you or your estate or beneficiaries will be subject to tax
      withholding pursuant to any applicable laws or regulations. In lieu of
      withholding, the Company may, in its sole discretion, accept other provision
      for
      payment of taxes as required by law, provided it is satisfied that all
      requirements of law affecting its responsibilities to withhold such taxes have
      been satisfied.

     

    8.  Integrated
      Agreement.
      Please
      note that this Agreement supersedes any prior agreements, representations or
      promises of any kind, whether written, oral, express or implied between you
      and
      the Company with respect to the subject matters herein, including that certain
      Consulting Project Agreement dated as October 1, 2006 between you and the
      Company, which consulting agreement is hereby terminated. This Agreement
      constitutes the full, complete and exclusive agreement between you and the
      Company with respect to the subject matters in this Agreement.

     

    9.  Miscellaneous.
      No
      provision of this Agreement may be amended or waived unless such amendment
      or
      waiver is agreed to by you and the Chief Executive Officer in writing. No waiver
      by you or by the Company of the breach of any condition or provision of this
      Agreement will be deemed a waiver of a similar or dissimilar provision or
      condition at the same or any prior or subsequent time. In the event any portion
      of this Agreement is determined to be invalid or unenforceable for any reason,
      the remaining portions shall be unaffected thereby and will remain in full
      force
      and effect to the fullest extent permitted by law. All matters relating to
      the
      interpretation or enforcement of this Agreement shall be governed by California
      law, without regard to its choice of law provisions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Offer
–
        Dr. James Ferris

      November
        4, 2006

      Page
        4
of
        4


    

    We
      would
      appreciate if you would indicate your acceptance of this offer by signing below
      and returning a copy to us. A copy is provided for your records. 

     

    If
      there
      are any questions related to this letter, please do not hesitate to speak to
      me.

     

    
      	 	 	Sincerely,
	 
 	 
 	 
 
	 	 	/s/
              John
              Pimentel
	 	
              
John
              Pimentel
	 	CEO


    

     

    


    
      
        

      

    

    


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

     

    
      	 	 	 	 
	/s/
              Dr. James
              Ferris	 	 	November
              4,
              2006
	
              

              Signature

            	 	 	
              

              Date

            
	 	 	 	 
	Dr. James Ferris	 	 	 
	
              
                
Legal
                Name (Print)

            	 	 	 




     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      A


    


    Company
      Direction and Governance

    


    Work
      with, and under the direction of, the Chief Executive Officer of the Company.
      In
      this capacity, participate in setting the strategic direction of the Company
      as
      well as developing the annual business plan. Incumbent is a senior member of
      the
      management team and serves as a Director of the Company.

    


    Management
      Responsibilities

    


    Responsible
      for managing the day-to-day manufacturing, engineering and sales operations
      of
      the Company as well as development and maintenance of effective business
      processes that link manufacturing and sales to the customer and to accounting
      and control function.

    


    Reporting
      Relationships

    


    The
      General Manager[s]of operations and corporate staff in sales and engineering
      report directly to this position. 

    


    Authorities

    


    The
      Authorities of the office are set by the Chief Executive Officer. The
      President/COO has full authority to organize, hire and fire employees in his
      area of responsibility, consistent with budget authority and normally in
      consultation with the CEO. The spending authority of the President/COO is the
      same as that of the CEO; the President/COO has authority to obligate the Company
      financially up to $50,000, normally with consultation with the CEO.