Exhibit 10.1

December 2, 2005

Mr. Steve Racoosin
3849 Pala Mesa Drive
Fallbrook, California 92028

Re: New Consulting Relationship

Dear Steve:

      Your expertise, vision and leadership have been instrumental in founding
and building World Waste Technologies, Inc., and its subsidiaries (the
"Company") into what we all hope will be the worldwide leader in the recycling
of municipal solid waste.

      We look forward to your continued involvement in strategic, business
development, and other matters in your position as a consultant to the Company.
We believe this will permit you the freedom to explore new business development
opportunities for us and yourself, without the encumbrances from your current
role as an officer of the Company.

      With this in mind, the following sets forth our new arrangement with you
and shall be a full and complete modification of the employment agreement
entered into by us on April 28, 2005. Effective as of December 31, 2005 (the
"Effective Date"):

      1. New Position with the Company.

            (a). You will serve as a consultant to the Company, advising the
Chief Executive Officer (CEO) in a business development capacity which shall
include, but not be limited to, (1) identifying potential customers interested
in purchasing some component of the Company's reject stream by informing the CEO
of potential opportunities, conducting initial meetings and calls with potential
customers, drafting and submitting new business development proposals,
introducing the potential customers to the Company and participating in the
closing of firm contracts with take or pay features with these potential
customers, vendors or brokers; (2) identifying potential waste streams by
informing the CEO of potential opportunities, conducting initial meetings and
calls with potential sources, drafting and submitting new business development
proposals, introducing the potential waste stream source to the Company and
participating in the closing of solid waste stream firm contracts with take or
pay features and specified criteria for the waste stream composition; and (3)
serving as otherwise needed and requested by the CEO. Your deliverables to the
Company in this role shall include the submission within ten days of the date of
this Agreement of a detailed initial report of your activities to date including
contacts made, meetings held, contact information of parties working with and
next steps in process with that potential contact or customer; the submission of
a bi-monthly written report (on the 1st and 15th of each month) detailing people
and organizations met and the purpose or goal of the contact or meeting. You
will work and communicate directly with the CEO, and such others, inside and
outside the Company, as the CEO shall direct. You will be free to pursue other
interests in addition to your consulting duties; however, your other interests
shall not conflict with your non-compete, confidentiality and other obligations
under this Agreement or your ability to fulfill your consulting duties under
this Agreement. You recognize, and agree, that contacts from the media,
analysts, customers, or others regarding the Company, its operations or affairs
shall be directed to the CEO, unless he has given prior specific authorization
in writing.

<PAGE>

            (b). We accept your resignation from the position of President and
employee of the Company. You agree to provide whatever transitional assistance
is required in connection with the resignation of your employment.

      2. Reimbursement. We will pay or reimburse you for all ordinary and
necessary business expenses incurred or paid by you in furtherance of the
Company's business (i) upon submission by you of a detailed invoice describing
the expenses and for what purpose it was incurred and (ii) if approved in
advance by the CEO in writing.

      3. Term. This agreement will become effective upon your signature and will
terminate on the first anniversary of that date, unless renewed by the Company
(except that the provisions of Sections 5, 6, 8, 9, and 10 and Annexes A and B
shall survive the termination of this Agreement). If the Company chooses to
renew, it will be governed under a separate agreement with compensation to be
mutually agreed upon. We may terminate this Agreement at any time if you breach
any of the terms of this Agreement. Unless terminated for your material breach,
a termination of this Agreement pursuant to this Section 3 shall not have any
effect on the "10b5-1" plan as described in Section 4(c) below. Upon any
termination, we will pay you or your estate any amounts that may then be due to
you hereunder through the date of termination.

      4. Other Consideration. Although the Company is not otherwise legally
obligated to do so, subject to your compliance with all of the terms and
conditions of this Agreement and provided you do not revoke this Agreement as
permitted by the terms of Sections 3 and 6 hereof, the Company hereby agrees as
follows:

            (a). Within eight days of the Effective Date, the Company will pay
you a lump sum payment of one month full salary plus all accrued and unused
vacation pay, less all applicable withholdings (the "Payment").

            (b). Within one-hundred-eighty days of the Effective Date, the
Company will pay you a lump sum payment of all accrued deferred salary, equal to
$15,144,22.


                                       2
<PAGE>

            (c). The Company will permit you (for purposes of Sections 4(c) and
4(d) hereof, "you" shall include any entity that is controlled by you), within
30 days of the Effective Date, to enter into a "10b5-1" plan regarding certain
of your shares of the Company's common stock, with a trust officer and/or broker
you select and reasonably satisfactory to the Company. The terms and conditions
of any such plan you enter into must be reasonably acceptable to the Company and
may only include provisions customarily included in such a plan. Further, the
number of shares you are permitted to sell under such a plan shall be limited to
15,000 shares per month and 200,000 shares in the aggregate. The Company and you
shall agree on instructions to be included in the plan which provide for the
trust officer and/or broker to use its reasonable business judgment in
determining the timing and manner of sale of the shares, subject to the above
limitations. You agree to cause to have the trust officer and/or broker
administering the 10b5-1 plan to submit a monthly report which includes the
number of shares sold during the previous calendar month period and the number
of remaining shares held by you. This report shall include a copy of your
monthly brokerage statement. You also agree that any such sales must be in
compliance with all Federal and state securities laws, including the provisions
of Rule 144 of the Securities Act of 1933 and Section 16 of the Securities
Exchange Act of 1934. You further agree and acknowledge that (i) you shall not
implement such a plan at such time as you are in possession of material
non-public information regarding the Company or the Company is in a "black out"
period for trading purposes and (ii) you shall not terminate the plan prior to
its stated termination date; provided, however, the Company may terminate the
plan if you breach this Agreement. You acknowledge that although the holders of
a majority of the outstanding shares of the Company's Series A Preferred Stock
have approved the potential sale of up to 200,000 of your shares as contemplated
by this Section 4(c) and an additional 100,000 shares as set forth in Section
4(d) below, and have waived the restrictions with respect to such shares set
forth in Section 7 of that certain Registration Rights Agreement, dated as of
April 28, 2005, by and among the Company and the other parties thereto (the "RR
Agreement"), you and your affiliates shall remain subject to the restrictions
set forth in the RR Agreement with respect to the remaining shares you own.

            (d). So long as you are not then in possession of material
non-public information regarding the Company and the Company is not then in a
"black out" period for trading purposes, you may consummate a one-time private
re-sale to an accredited investor(s) in a single transaction or a series or
related transactions to the same accredited investor(s) of up to 100,000 shares
of the Company's common stock (the "Private Re-Sale Shares") at any time between
eight and 30 days following the Effective Date, pursuant to a stock purchase
agreement with terms and conditions reasonably acceptable to the Company
(including a requirement that you deliver a legal opinion to the Company and its
transfer agent regarding the transfer) (a "Private Re-Sale"). In addition to
typical terms and conditions for such a transaction, the Private Re-Sale shall
include a contractual acknowledgement by the buyer of the Private Re-Sale Shares
that the Private Re-Sale Shares were acquired for investment purposes only and
not with a view to distribution, that such shares are subject to certain
restrictions on resale, that the Private Re-Sale Shares may not be sold,
transferred, gifted or otherwise disposed of unless such sale, transfer, gift or
other disposition is effected in compliance with state and federal securities
laws, and that the buyer of such shares agrees to be bound by the restrictions
on transfer set forth in Section 7(a) of the RR Agreement. If the Private
Re-Sale is not completed within 30 days following the Effective Date, the
release of the Private Re-Sale Shares and the ability to effect the Private
Re-Sale under this Letter Agreement shall expire and the Private Re-Sale Shares
shall once again become subject to the lock-up contained in Section 7 of the RR
Agreement. In the event that you are unable to consummate the Private Re-Sale
within 30 days of the Effective Date, the Company agrees, if requested in
writing, to use commercially reasonable efforts to seek a release from the
lock-up provision contained in Section 7 of the RR Agreement for the Private
Re-Sale Shares for a period of up to one year after the Effective Date (provided
that the Company shall have no obligation to offer or pay any consideration in
order to obtain such a release). To the extent that you are unable to sell the
Private Re-Sale Shares because you are in possession of material inside
information, the Company is then in a "black out" period, or because you cannot
find a buyer, the Company agrees to extend the period of time on a day-for-day
basis within which you may effect the Private Re-Sale. In connection with the
Private Re-Sale, the Company will prepare a Stock Purchase Agreement to be
provided to the purchaser of the Private Re-Sale Share. The Company will not be
obligated to provide or render any other documentation or opinions in connection
with the Private Re-Sale.


                                       3
<PAGE>

            (e). The Company represents that all shares issued to you and your
affiliates are fully vested and not subject to any repurchase agreement and such
condition will not change as a result of entering this agreement.

      5. Covenant Not to Compete; Confidentiality. During the term of this
Agreement and for one year thereafter, you agree to the non-competition and
non-solicitation limitations (standard form), and other provisions of Annex A,
and the confidentiality agreement attached as Annex B, to be signed concurrently
with this letter agreement.

      6. Release.

            (a). We and you agree to release one another, and in your case you
also agree to release our officers, directors and agents, from (and each of us
agrees not to sue the other in regard to) any claims, damages or penalties, as
well as any attorneys' fees and costs, relating to or arising out of the change
in your status from an officer/employee to a consultant, as described in this
Agreement. Without limiting the generality of the foregoing, you hereby release
us from any claims you may have arising out of your employment agreement or
relationship with us or your status as a shareholder of the Company. This
release is not a release of any claims in the future relating to our respective
obligations under this Agreement.

            (b). You hereby knowingly, voluntarily and expressly waive and
relinquish any and all rights and benefits that you may have under Section 1542
of the California Civil Code, or under any similar provision of law of any state
or territory of the United States or any other jurisdiction and under any
similar or analogous principle of common law. You expressly understand that
Section 1542 of the California Civil Code provides as follows:

                  "A general release does not extend to claims which the
                  creditor does not know or suspect to exist in his favor at the
                  time of executing the release which, if known by him, must
                  have materially affected his settlement with the debtor."

You agree and acknowledge that you are familiar with Section 1542 of the
California Civil Code. You further agree and acknowledge that your waiver of all
rights or any similar benefits under that Section and under any similar statutes
of any other jurisdiction (to the full extent that you lawfully may waive all
such rights and benefits with respect to the subject matter of this Agreement)
are essential terms of this Agreement, without which the consideration given
pursuant to this Agreement would not have been given by Company.


                                       4
<PAGE>

      7. Time Period of Considering or Canceling This Agreement. You acknowledge
that you have been advised to retain an attorney, and have been offered a period
of time of at least 21 days to consider whether to sign this Agreement, which
you have waived, and the Company agrees that you may cancel this Agreement at
any time during the 7 days following the date on which this Agreement has been
signed by both you and the Company. In order to cancel or revoke this Agreement,
you must deliver to the CEO of the Company written notice stating that you are
canceling or revoking this Agreement. If this Agreement is timely cancelled or
revoked, none of the provisions of this Agreement shall be effective or
enforceable and the Company shall not be obligated to make any payments to you
or to provide you with the other benefits described in this Agreement.

      8. No Derogatory Comments. Each party agrees that, as part of the
consideration for this Agreement, they will not make disparaging or derogatory
remarks, whether oral or written, about the other party and, in the case of the
Company, its various officers, directors, employees and other representatives.
Such derogatory comments are sufficient grounds for termination of this
Agreement.

      9. Confidentiality. You agree that this Agreement and the substance of
this Agreement as "Information" as that term is defined under Annex B attached
hereto. You further agree that you will not discuss the terms of this Agreement
with any employees, customers, potential customers, vendors, or other business
partners of the Company.

      10. General.

            (a). No Assignment. This Agreement and all rights and
      obligations are personal to you and may not be assigned by you without the
      Company's consent.

            (b). Notices. Any notice, election or communication to be
      given under this Agreement shall be in writing and delivered in person or
      deposited, certified or registered, in the United States mail, postage
      prepaid, addressed as follows:

            If to the Company:

            World Waste Technologies, Inc.
            13520 Evening Creek Dr. North, Suite 130,
            San Diego, CA 92128
            fax: 858-486-3352
            Attn:  Chief Executive Officer

            If to you:

            Mr. Steve Racoosin
            3849 Pala Mesa Dr.
            Fallbrook, CA 92028
            fax: ________________________


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<PAGE>

or to such other addresses as the Company or you may from time to time designate
by notice hereunder. Notices will be effective upon delivery in person or upon
receipt of any facsimile or e-mail, or at midnight on the fourth business day
after the date of mailing, if mailed.

            (c). Entire Agreement. This Agreement embodies the full and complete
understanding and agreement of the Company and you with respect to the subject
matter, and replaces all prior understandings or agreements whether oral or in
writing. This Agreement may be amended and its provisions waived only by a
writing signed by you and the Company. This Agreement may be executed in
different counterparts, each of which will be considered a duplicate original.
Annex A and B are made a part of this Agreement and are incorporated by
reference.

            (d). Arbitration. Any controversy relating to this Agreement or
relating to the breach hereof shall be settled by arbitration conducted in San
Diego, California in accordance with the Commercial Arbitration Rules of the
American Arbitration Association then in effect. The award rendered by the
arbitrator(s) shall be final and judgment upon the award rendered by the
arbitrator(s) may be entered upon it in any court having jurisdiction thereof.
The arbitrator(s) shall have the powers to issue mandatory orders and
restraining orders in connection with such arbitration. The expenses of the
arbitration shall be borne by the losing party. This agreement to arbitrate
shall be specifically enforceable under the prevailing arbitration law. During
the continuance of any arbitration proceedings, the parties shall suspend their
respective obligations, except for the provisions of paragraphs 5 and 6. In this
regard, nothing in this Agreement precludes the Company from seeking equitable
relief, including injunction or specific performance, in any court having
jurisdiction, in connection with the non-compete, assignment of inventions,
confidentiality and standstill provisions.

            (e). Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of California without
respect to conflict of law principles.

            (f). The Company. The "Company" or "we" shall mean World Waste
Technologies, Inc. and its subsidiaries, successors and permitted assigns

      Steve, please sign in the space below and return a signed copy to my
attention. On behalf of the entire Company, I want to again thank you for your
vision in bringing us all together and for your past and future contributions to
the Company.

Very truly yours,

World Waste Technologies, Inc.

By: /s/ John Pimentel
---------------------
Its: Chief Executive Officer

My agreement with the above terms is signified by my signature below.
Furthermore, I acknowledge that I have read and understand this Agreement and
that I sign this release of all claims voluntarily, with full appreciation that
at no time in the future may I pursue any of the rights I have waived in this
release.


AGREED AND ACCEPTED:

/s/ Steve Racoosin
------------------
Steve Racoosin
Date: December 2, 2005


                                       6
<PAGE>

                                     ANNEX A

                         (Non-Compete and Related Terms)

      In consideration of my consulting agreement, the compensation now and
hereafter paid to me and the disclosure of confidential and trade secret
information to me by World Waste Technologies, Inc., a California company, (the
"Company"), I hereby agree as follows:

      1. General.

            (a) Subject to the provisions of Sections 3 and 4 of this Agreement,
(a) during the term of this Agreement (including any renewal term) you shall
not, directly or indirectly, for your own benefit or for, with or through any
other individual, firm, corporation, partnership or other entity, whether acting
in an individual, fiduciary or other capacity, (i) own, manage, operate,
control, advise, invest in (except as a 1% or less shareholder of a public
company), loan money to, or participate or assist in any way in the ownership,
management, operation or control of or be associated as a director, officer,
employee, partner, consultant, advisor, creditor, agent, independent contractor
or otherwise with, or acquiesce in the use of your name by, any business
enterprise that is in competition with the Company within the United States of
America or any other country in which the Company conducts business
("Competition"), or (ii) solicit or otherwise encourage or entice any of the
Company's employees, consultants, customers or partners to leave or terminate
their employment or relationship with the Company ("Solicitation"), and (b)
during the term of this Agreement (including any renewal term) and for one year
thereafter you shall not be in Competition (as defined herein) with the Company
or engage in Solicitation (as defined herein) with the Company. Notwithstanding
any other provision of the Agreement, you agree that in the event of a breach by
you of the provisions in this Section 1, the Company shall be entitled to, in
addition to its remedies at law, terminate the Agreement and all benefits
contained therein, including, without limitation, the "10b5-1" plan referred to
in Section 4(c) thereof (proved that the provisions of Sections 5, 6, 8, 9, and
10 and the Annexes shall survive such termination). For the purposes of the
Agreement, "Competition" shall be deemed to exclude your participation as a
Consultant for Full Circle Industries, Inc. (a Nevada corporation) as explicitly
specified, and only as explicitly specified, in Section 1(b) below:

            (b) Your participation as a Consultant for Full Circle shall be
limited solely to consulting services outside of the United States and only in
those jurisdictions whereby Full Circle has a license or option to acquire a
license from Bio-Products International, Inc for the processing of municipal
solid waste.

      2. You agree that the Company owns all patent rights, copyrights, trade
secret rights, mask work rights, trademark rights, and all other intellectual
and industrial property rights of any sort throughout the world relating to any
and all inventions (whether or not patentable), works of authorship, mask works,
designations, designs, know-how, ideas and information made or conceived or
reduced to practice by you at any time prior to and during the term of this
Agreement, that relate to the Company's business or potential business and
improvements or any Company confidential information. You agree to promptly
disclose and provide all such inventions to the Company. As work made for hire,
you will make all assignments necessary to vest ownership of them in the
Company. You also agree to assist the Company (and appoint Company as your agent
and attorney in fact) to further record and perfect such assignments and to
enforce and defend any rights assigned.


                                       7
<PAGE>

      3. You and the Company consider the restrictions contained in
subparagraphs 1 and 2 above to be reasonable for the purpose of preserving the
Company's rights and interests. If a court makes a final judicial determination
that any of these restrictions are unreasonable or otherwise unenforceable
against you, you and the Company agree to modify the provisions held to be
unenforceable to preserve each party's anticipated benefits to the maximum
extent legal.

      4. You agree that the Company's remedies at law for breach of any of the
provisions of this Annex A would be inadequate. Therefore, you agree that in the
event of a breach by you of the provisions in this Annex A, the Company shall be
entitled to, in addition to its remedies at law and without posting any bond,
equitable relief in the form of specific performance, a temporary restraining
order, a preliminary and/or permanent injunction, or any other equitable remedy
that may then be available. You further agree that you will not oppose the
Company's request for such equitable relief.

      5. The provisions of this Agreement shall survive the assignment of this
Agreement by the Company to any successor in interest or other assignee.

      6. I agree and understand that nothing in this Agreement shall confer any
right with respect to the continuation of the consulting agreement by the
Company, nor shall it interfere in any way with my right or the Company's right
to terminate that agreement at any time.

      7. No waiver by the Company of any breach of this Agreement shall be a
waiver of any preceding or succeeding breach. No waiver by the Company of any
right under this Agreement shall be construed as a waiver of any other right.
The Company shall not be required to give notice to enforce strict adherence to
all terms of this Agreement.

      8. The obligations pursuant to Sections 1 and 2 of this Agreement shall
apply to any time during which I was previously employed, or am in the future
employed, by the Company, or one of its affiliates, as a consultant if no other
agreement governs nondisclosure and assignment of inventions during such period.
This Agreement is the final, complete and exclusive agreement of the parties
with respect to the subject matter hereof and supersedes and merges all prior
discussions between us. No modification of or amendment to this Agreement, nor
any waiver of any rights under this Agreement, will be effective unless in
writing and signed by the party to be charged. Any subsequent change or changes
in my duties, salary or compensation will not affect the validity or scope of
this Agreement.


                                       8
<PAGE>

      This Agreement shall be effective as of the day I sign the Consulting
Agreement; namely: December 2, 2005.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.


/s/ Steve Racoosin
------------------
Signature


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

Accepted and Agreed To:

WORLD WASTE TECHNOLOGIES, INC.

By: /s/ John Pimentel
    -----------------

Title: Chief Executive Officer
World Waste Technologies, Inc.
13520 Evening Creek Dr. North, Suite 130
San Diego, CA 92128


                                       9
<PAGE>

                                     ANNEX B

                         MUTUAL NON-DISCLOSURE AGREEMENT

On this 2nd day of December 2005, World Waste Technologies, Inc., a California
corporation, including its subsidiaries, with headquarters at 13520 Evening
Creek Dr. North, Suite 130, San Diego, CA 92128 ("WDWT") and Steve Racoosin, an
individual residing at 3849 Pala Mesa Dr., Fallbrook, CA 92028 ("Individual"),
agree as follows:

      1. For use in discussions between the parties concerning a potential
business relationship, and/or in the conduct of business between the parties,
(the "Purposes") either party may disclose to the other certain information
which it deems proprietary or confidential, and may include, but is not limited
to, discoveries, ideas, concepts, know-how, intellectual property, techniques,
designs, specifications, drawings, blueprints, diagrams, flow charts, data,
costs, prices, customer lists, marketing plans, goals, sales figures, revenue,
profits, and other technical, financial or business information respecting
existing or planned business, products, services which has been or may be
developed, manufactured, or marketed by either party (the "Information").
Information shall be deemed confidential and proprietary and subject to
restricted use and limited distribution as provided herein if plainly marked
"confidential" or "proprietary" or with language of similar meaning, or
otherwise disclosed under circumstances which reasonably suggest the
confidential nature of the Information. Information provided orally shall also
be deemed confidential and proprietary if identified as such at the time of
disclosure and confirmed in writing to be so by the disclosing party (Discloser)
to the receiving party (Recipient) at the time of disclosure or within a
reasonable time thereafter.

      2. With respect to Information provided by either party to the other,
Recipient shall:

            a. hold Information in confidence and protect it with the same
degree of care with which it protects its own Information of like importance,
but in no event less than reasonable care;

            b. use Information only for the Purposes described in Section 1,
except as otherwise provided by prior written agreement between the parties;

            c. except for use consistent with Section 1, not copy or otherwise
duplicate Information, or knowingly allow its copying or duplication without
Discloser's prior written approval;

            d. segregate such Information and not commingle it with the
Information of others;

            e. restrict disclosure of Information to those employees with a need
to know and who are notified of, and required to comply with, this Agreement by
contract, employee policies, work rules or other appropriate methods, and not
disclose it to any third party;


                                       10
<PAGE>

            f. limit disclosure to subcontractors, consultants, agents and the
like to a need-to-know basis and not disclose unless and until a confidentiality
agreement expressing substantially the same terms contained in this Agreement is
executed by the person prior to receiving the Information;

            g. not reverse engineer, decompile, disassemble, duplicate
performance characteristics of, or create derivative works based upon, the
Information;

            h. promptly and informatively notify Discloser in the event
Recipient appears likely to become compelled, or in the opinion of counsel
prudently should, according to law, regulation, or judicial, administrative or
governmental proceeding, disclose any of Discloser's Information, so Discloser,
at its expense, may seek a protective order or other appropriate remedy and/or
waive compliance with this Agreement. Recipient shall reasonably cooperate with
Discloser in connection with seeking such a court order or other remedy as
Discloser may reasonably request, at Discloser's expense, and Recipient agrees
to fully comply with any such protective order or other remedy; and

            i. treat any doubtful information as confidential and proprietary
until any doubts concerning its nature are resolved after reasonable inquiry.

      3. Upon Discloser's written request, Recipient shall: (1) promptly return
any and all Information along with any copies, variations or derivative works,
whether or not authorized, and/or (2) provide a corporate officer's written
certification that all notes, memoranda, analyses, reports, evaluations or other
documents or data created, developed, modified or otherwise generated by
Recipient or at its request, involving Information whether in tangible form or
in electronic or magnetic storage format, have been destroyed.

      4. Recipient has no obligation to preserve the confidential or proprietary
nature of Information which:

            a. is already known to Recipient;

            b. is or becomes generally known to the public through no wrongful
act of Recipient;

            c. is received by Recipient from a third party without either an
obligation of non-disclosure or breach of an obligation of confidentiality in
such third party's receipt or transmission of the Information;

            d. is independently developed by Recipient, or for Recipient by a
third party which has not had any access whatsoever to the Information; or

            e. is approved in advance for release by written authorization of an
officer of Discloser.


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<PAGE>

      5. Individual shall not issue a press release, public announcement or
other statement concerning WDWT, its operations or affairs, without WDWT's prior
written consent. WDWT shall not issue a press release, public announcement or
other statement mentioning Individual by name without his prior written consent.

      6. Each party shall be entitled at any time, and without notice to the
other party, to negotiate, disclose and otherwise deal in any manner and for any
purpose with third parties regarding its own Information.

      7. Nothing contained in this Agreement shall be construed as, and there is
no granting or conferring to Recipient, whether by sale, license or otherwise,
any right, title or interest in any Information, nor in any intellectual
property of Discloser.

      8. Recipient acknowledges the Information is valuable property of
Discloser and Recipient's breach or threatened breach of this Agreement would
cause irreparable injury for which remedies at law alone would be inadequate. In
addition to all other remedies available as a result of breach or threatened
breach of this Agreement, a party injured hereunder shall have the right to seek
equitable and injunctive relief, and the Recipient in such an action hereby
waives any requirement for posting of a bond or security.

      9. Both parties represent the Information provided is believed by
Discloser to be generally accurate; however, in no event shall Discloser, its
directors, officers, agents or employees be liable for errors, omissions or
inaccuracies of any kind in the Information and Recipient shall be responsible
for verifying the accuracy of the Information disclosed. NO WARRANTY OF ANY KIND
IS GIVEN REGARDING THE INFORMATION, THE SAME BEING AS IS, WHERE IS AND WITH ALL
FAULTS, AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, TO THE EXTENT APPLICABLE, ARE EXCLUDED. THE FOREGOING IN NO WAY
MODIFIES THE RETENTION BY DISCLOSER OF ALL RIGHT, TITLE AND INTEREST IN THE
INFORMATION DISCLOSED BY SUCH PARTY.

      10. This Agreement shall inure and accrue to the benefit and detriment of,
and be binding upon, the parties' successors and assigns; however, no disclosure
of Information may be made to any of Recipient's successors or assigns without
Discloser's prior, express written consent, which shall not be unreasonably
withheld. For purposes of this paragraph, reorganization of Recipient's
corporate structure does not create an unauthorized assignment. However, in the
event such a reorganization results in a competitor or potential competitor of
Discloser having access to Discloser's Information, Recipient shall immediately
notify Discloser in writing of such reorganization. Within thirty (30) days of
receipt of such notice, Discloser shall notify Recipient whether Recipient shall
be allowed continued use or access to Information pursuant to this Agreement, or
whether Recipient shall return and/or certify destruction of any Information in
its possession, consistent with Section 3.

      11. This Agreement shall be governed, construed and interpreted
exclusively in accordance with the laws of the State of California, United
States of America, applicable to transactions wholly performed within California
and without regard to choice of law provisions. Notwithstanding the preceding
sentence, either party may bring an action in any jurisdiction or forum provided
such action is solely to enjoin the actual or anticipated wrongful disclosure of
any Information with respect to which such party is the initial Discloser, and
the jurisdiction and forum is that in which the wrongful disclosure has or is
anticipated to occur. If any provision of this Agreement shall be held by a
court of competent jurisdiction to be illegal, invalid or unenforceable, the
remaining provisions shall remain in full force and effect.


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<PAGE>

      12. This Agreement shall be effective on the date first shown above and
both the Agreement and duties of confidentiality shall continue for a period of
five (5) years after the last disclosure of Information, after which the duties
of each party with respect to the Information shall be governed by applicable
law, except in the case of recycling process and design specifications for which
the obligations shall continue until the occurrence of any circumstances listed
in Section 4, and except for the duty to return or destroy Information pursuant
to Section 3.

      13. No waiver of any breach hereof shall constitute a waiver of any
subsequent breach. No waiver of any breach or modification or amendment hereto
shall be effective unless in writing referring hereto and signed by the waiving
party.

      14. This Agreement represents the full and complete agreement of the
parties with respect to the use and confidentiality of Information and
supersedes all prior communications, agreements or proposals with respect to
such subject matter. All Information disclosed between the parties subsequent to
the effective date hereof shall be covered hereby unless expressly stated to the
contrary, in a writing referencing this Agreement, signed by the Discloser at
the time of disclosure.

ACCEPTED AND AGREED TO AS OF THE DATE FIRST SHOWN ABOVE.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. ACCEPTED AND
AGREED TO AS OF THE DATE FIRST SHOWN ABOVE.


/s/ Steve Racoosin
------------------
Signature


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

Accepted and Agreed To:

WORLD WASTE TECHNOLOGIES, INC.

By: /s/ John Pimentel
    -----------------

Title: Chief Executive Officer
World Waste Technologies, Inc.
13520 Evening Creek Dr. North, Suite 130
San Diego, CA 92128


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