BY AND BETWEEN

Exhibit 10.1
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ASSET PURCHASE AGREEMENT

DATED AS OF MARCH 7, 2008

BY AND BETWEEN

CLEAN EARTH SOLUTIONS, INC

AND

WORLD WASTE TECHNOLOGIES, INC.

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TABLE OF CONTENTS

PAGE
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ARTICLE 1 SALE AND TRANSFER OF ASSETS; CLOSINGS.......................................1

1.1. First Closing...............................................................1
1.2. Second Closing..............................................................2
1.3. Third Closing...............................................................2
1.4. Excluded Assets.............................................................3
1.5. Excluded Liabilities........................................................3
1.6. Sales Tax Remittance........................................................3
1.7. Consequences of Failure to Close............................................3

ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF WWT.......................................3

2.1. Organization and Good Standing..............................................3
2.2. Power, Authorization and Validity...........................................3
2.3. No Violation of Existing Agreements; Third Party Consents and Approvals.....4
2.4. Ownership...................................................................4
2.5. UAH Payments................................................................4

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CES.......................................4

3.1. Organization................................................................4
3.2. Power, Authorization and Validity...........................................5
3.3. No Violation of Existing Agreements; Third Party Consents and Approvals.....5
3.4. WWT Disclosure..............................................................5
3.5. DISCLAIMER..................................................................5

ARTICLE 4 COVENANTS...................................................................6

4.1. Certain Filings; Reasonable Efforts.........................................6
4.2. Equipment Removal...........................................................6
4.3. Termination of R & D........................................................6
4.4. Press Release...............................................................7

ARTICLE 5 TERMINATION.................................................................7

5.1. Termination Events..........................................................7
5.2. Effect of Termination.......................................................7

ARTICLE 6 REMEDIES FOR AGREEMENT BREACHES.............................................7

6.1. Time Limitation.............................................................7
6.2. Post-Closing Indemnification Provisions for Benefit of CES..................8

6.3. Indemnification Limits......................................................8
6.4. Post-Closing Indemnification Provisions for Benefit of WWT..................8
6.5. Matters Involving Third Parties.............................................8

ARTICLE 7 MISCELLANEOUS...............................................................9

7.1. Entire Agreement; Assignment................................................9
7.2. Validity....................................................................9
7.3. Notices.....................................................................9
7.4. Governing Law; Arbitration.................................................10
7.5. Descriptive Headings; Section References...................................11
7.6. Parties in Interest........................................................11
7.7. Certain Definitions........................................................11
7.8. Personal Liability.........................................................12
7.9. Counterparts...............................................................12
7.10. Amendment..................................................................12
7.11. Expenses...................................................................12
7.12. Additional Limitation of Liability.........................................13

TABLE OF EXHIBITS
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Exhibit A Transferred Equipment
Exhibit B Transferred IP
Exhibit C BPI Settlement Agreement

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of March 7,
2008, is by and between Clean Earth Solutions, Inc., a California corporation
("CES"), and World Waste Technologies, Inc., a California corporation ("WWT").

WHEREAS, CES wishes to purchase from WWT, and WWT wishes to sell to
CES, specified assets of WWT relating to the "front-end" process of WWT's plant
located in Anaheim, California (the "Facility"), and to settle an arbitration
proceeding between WWT, CES and certain other parties, all on the terms and
subject to the conditions set forth in this Agreement;

WHEREAS, the Board of Directors of WWT has adopted and approved this
Agreement, the sale of assets and the settlement of the arbitration, all as
described herein;

WHEREAS, the Board of Directors of CES has adopted and approved this
Agreement and the purchase of assets as described herein; and

WHEREAS, the parties desire to enter into this Agreement to set forth
their mutual agreements concerning the above matter;

NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, and in consideration of the foregoing premises and the
representations, warranties, covenants and agreements herein contained, and
intending to be legally bound hereby, the parties hereby agrees as follows:

ARTICLE 1

SALE AND TRANSFER OF ASSETS; CLOSINGS

1.1. FIRST CLOSING

(a) SALE OF TRANSFERRED EQUIPMENT. At the first closing of the
transactions contemplated hereby (the "First Closing"), and upon the terms and
subject to the conditions of this Agreement, WWT shall sell, convey, transfer,
assign and deliver to CES, free and clear of all liens and encumbrances, and CES
will purchase and acquire from WWT, all right, title and interest of WWT in and
to the following assets, and any and all goodwill associated with the business
of using the foregoing (the "Transferred Equipment"):

(i) The equipment listed on EXHIBIT A hereto; and

(ii) All office furniture/furnishings and office
equipment owned by WWT and located at the Facility, except for personal
computers.

(b) FIRST CLOSING PAYMENT. At the First Closing, (i) CES shall
pay to WWT Five Hundred Thousand Dollars ($500,000) for the Transferred
Equipment, in the form of a certified bank check or by wire transfer, and (ii)
title to the Transferred Equipment shall vest in CES.

(c) FIRST CLOSING. The First Closing will take place on the
date hereof at the offices of TroyGould Professional Corporation, 0000 Xxxxxxx
Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, unless another date or place is agreed
to in writing by CES and WWT (the date on which the First Closing occurs being
referred to as the "First Closing Date"). All actions taken at the First Closing
shall be deemed to have been taken simultaneously at the time the last of any
such actions is taken or completed.

1.2. SECOND CLOSING.

(a) ARBITRATION SETTLEMENT. At the second closing of the
transactions contemplated hereby (the "Second Closing"), and upon the terms and
subject to the conditions of this Agreement, WWT, CES and CES's affiliates
(including Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx) will enter into, and CES will cause
BPI and its affiliates (including Xxxxxxx Xxxx and Xxx Xxxxxx) to enter into,
the BPI Settlement Agreement.

(b) SECOND CLOSING PAYMENT. At the Second Closing, (i) CES
will pay to WWT Six Hundred Forty Thousand Dollars ($640,000) in consideration
for WWT entering into the BPI Settlement Agreement, in the form of a certified
bank check or wire transfer (the "Second Closing Payment"), (ii) WWT will
deliver to CES a copy of the BPI Settlement Agreement executed by WWT, and (iii)
CES will deliver to WWT a copy of the BPI Settlement Agreement, executed by CES,
BPI and their respective affiliates (including those individuals named in
Section 1.2(a) above).

(c) SECOND CLOSING. The Second Closing will take place on such
date as shall be determined by CES, provided that (i) WWT receives written
notice of the date of the Second Closing at least one Business Day prior to such
date, and (ii) such date is on or before May 1, 2008. All actions taken at the
Second Closing shall be deemed to have been taken simultaneously at the time the
last of any such actions is taken or completed. The obligations of CES to
consummate the Second Closing (including its obligations to make the Second
Closing Payment and deliver the BPI Settlement Agreement executed by CES, BPI
and their respective affiliates) are absolute and unconditional and are not
subject to any conditions precedent.

1.3. THIRD CLOSING.

(a) IP TRANSFER. At the third closing of the transactions
contemplated hereby (the "Third Closing"), and upon the terms and subject to the
conditions of this Agreement, WWT shall sell convey, transfer, assign and
deliver to CES, free and clear of all liens and encumbrances (provided however
that, for purposes of this Section 1.3(a), the term "free and clear of all liens
and encumbrances" shall not be deemed to include liens or encumbrances arising
as a result of infringement or similar matters; any representation as to
infringement being expressly disclaimed by WWT), and CES will purchase and
acquire from WWT, all right, title and interest of WWT in and to the Transferred
IP and any and all goodwill associated with the business of using the
Transferred IP.

(b) THIRD CLOSING PAYMENT. At the Third Closing, (i) CES will
pay to WWT Five Hundred Sixty Four Dollars ($564,000) (comprised of $800,000
consideration for the Transferred IP, offset by payments of $236,000 previously
made by CES to WWT pursuant to the Standstill Agreement) for the Transferred IP,
in the form of a certified bank check or wire transfer (the "Third Closing
Payment"), (ii) WWT shall deliver to CES a copy of each of the Autoclave

Re-Engineering Report Package and the Autoclave Operating/Biomass Data Package
(in each case to the extent not previously delivered to CES), and (iii) all of
WWT's right, title and interest in and to the Transferred IP shall immediately
vest in CES.

(c) THIRD CLOSING. The Third Closing will take place on such
date as shall be determined by CES, provided that (i) WWT receives written
notice of the date of the Third Closing at least one Business Day prior to such
date, and (ii) such date is on or before June 15, 2008. All actions taken at the
Third Closing shall be deemed to have been taken simultaneously at the time the
last of any such actions is taken or completed. The obligations CES to
consummate the Third Closing (including its obligations to make the Third
Closing Payment) are absolute and unconditional and are not subject to any
conditions precedent.

1.4. EXCLUDED ASSETS. Notwithstanding anything to the contrary
contained in this Agreement, no assets of WWT other than the Transferred
Equipment and the Transferred IP shall be part of the sale and purchase
contemplated hereunder.

1.5. EXCLUDED LIABILITIES. Other than as specified herein, CES shall
assume no liabilities of WWT of any kind under this Agreement.

1.6. SALES TAX REMITTANCE. At the First Closing, CES shall pay to WWT
an additional amount equal to $38,750, which amount WWT will use to satisfy the
California state and local sales taxes payable in connection with the sale of
the Transferred Equipment.

1.7. CONSEQUENCES OF FAILURE TO CLOSE. Failure to consummate any of the
transactions provided for in this Agreement on the dates and at the place
determined pursuant to this Article 1 will not result in the termination of this
Agreement and will not relieve any party of any obligation under this Agreement.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF WWT

In order to induce CES to enter into and perform this Agreement, WWT
hereby represents and warrants to CES, as of the date hereof and as of each of
the First, Second and Third Closing Dates, as follows:

2.1. ORGANIZATION AND GOOD STANDING. WWT is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California, and has the corporate power and authority to own, operate and lease
its properties and to carry on its business as now conducted.

2.2. POWER, AUTHORIZATION AND VALIDITY.

(a) POWER AND CAPACITY. WWT has the right, power, legal
capacity and authority to execute, deliver and perform its obligations under
this Agreement and all agreements to which WWT is a party that are required to
be executed pursuant to this Agreement (the "WWT Ancillary Agreements"), and to
consummate the transactions contemplated hereby and thereby.

(b) AUTHORIZATION; ENFORCEABILITY. All corporate action on the
part of WWT necessary for the authorization, execution, delivery and performance
of this Agreement and the WWT Ancillary Agreements, the consummation of the sale
of the Transferred Equipment and Transferred IP, and the performance of WWT's
obligations hereunder and thereunder has been taken. Each of this Agreement and
the WWT Ancillary Agreements has been duly executed and delivered by WWT and
each is a valid and binding obligation of WWT enforceable against WWT in
accordance with their respective terms, except as to the effect, if any, of (a)
applicable bankruptcy and other similar laws affecting the rights of creditors
generally, and (b) rules of law governing specific performance, injunctive
relief and other equitable remedies.

2.3. NO VIOLATION OF EXISTING AGREEMENTS; THIRD PARTY CONSENTS AND
APPROVALS. The execution and delivery of this Agreement and any WWT Ancillary
Agreement by WWT, and the consummation of the transactions contemplated hereby
or thereby, will not conflict with, or (with or without notice or lapse of time,
or both) result in a default, termination, breach, impairment or violation of,
or the creation in any party of the right to accelerate, terminate, modify or
cancel (a) any provision of the Articles of Incorporation or Bylaws of WWT or
the charter documents of any Subsidiary of WWT, as currently in effect, (b) in
any material respect, any material instrument or contract to which WWT or any
Subsidiary of WWT is a party or by which WWT or any Subsidiary is bound or to
which WWT's or any Subsidiary's assets are subject, (c) in any material respect,
any provision of any material law or any material federal, state, local or
foreign judgment, writ, decree, order, statute, rule or regulation applicable to
WWT or any Subsidiary of WWT or their respective assets or properties, or (d)
any permit used in or necessary for the conduct of WWT's or any Subsidiary's
business. The consummation by WWT of the sale of the Transferred Equipment and
Transferred IP will not require the consent, approval or authorization of, or
declaration, filing or registration with, any third party.

2.4. OWNERSHIP. Subject to WWT's express disclaimer of any
representations relating to infringement, WWT is the sole owner of the
Transferred Equipment and the Transferred IP, and has not previously transferred
any interest therein.

2.5. UAH PAYMENTS. All amounts owed by WWT to the University of
Alabama-Huntsville ("UAH") pursuant to the Amended and Restated Technology
License Agreement, dated as of August 18, 2003, originally between the UAH and
BPI, assigned to WWT on May 1, 2006, have been paid in full.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF CES

In order to induce WWT to enter into and perform this Agreement, CES
hereby represents and warrants to WWT, as of the date hereof and as of each of
the First, Second and Third Closing Date, as follows:

3.1. ORGANIZATION. CES is duly organized, validly existing and in good
standing under the laws of the State of California and has all requisite
corporate power and authority to own, lease and operate its properties and to
carry on its business as now being conducted.

3.2. POWER, AUTHORIZATION AND VALIDITY.

(a) POWER AND CAPACITY. CES has the right, power, legal
capacity and authority to enter into and perform its obligations under this
Agreement and all agreements to which CES is a party that are required to be
executed pursuant to this Agreement (the "CES Ancillary Agreements") and to
consummate the transactions contemplated hereby and thereby .

(b) AUTHORIZATION; ENFORCEABILITY. All corporate action on the
part of CES necessary for the authorization, execution, delivery and performance
of this Agreement and the CES Ancillary Agreements, the consummation of the
purchase of the Transferred Equipment and Transferred IP, and the performance of
CES's obligations hereunder and thereunder has been taken. Each of this
Agreement and the CES Ancillary Agreements has been duly executed and delivered
by CES and each is a valid and binding obligation of CES enforceable against CES
in accordance with their respective terms, except as to the effect, if any, of
(a) applicable bankruptcy and other similar laws affecting the rights of
creditors generally, and (b) rules of law governing specific performance,
injunctive relief and other equitable remedies.

3.3. NO VIOLATION OF EXISTING AGREEMENTS; THIRD PARTY CONSENTS AND
APPROVALS. Neither the execution and delivery of this Agreement nor any CES
Ancillary Agreement, nor the consummation of the transactions contemplated
hereby or thereby, will conflict with, or (with or without notice or lapse of
time, or both) result in a termination, breach, impairment or violation of (a)
any provision of the Articles of Incorporation or Bylaws of CES or the charter
documents of any Subsidiary of CES, as currently in effect, (b) in any material
respect, any material instrument or contract to which CES or any Subsidiary of
CES is a party or by which CES or any Subsidiary is bound, or (c) in any
material respect, any material federal, state, local or foreign judgment, writ,
decree, order, statute, rule or regulation applicable to CES or any Subsidiary
of CES or their respective assets or properties. The consummation by CES of the
purchase of the Transferred Equipment and Transferred IP will not require the
consent, approval or authorization of, or declaration, filing or registration
with, any third party.

3.4. WWT DISCLOSURE. Except for the representations and warranties
expressly made by WWT in this Agreement, CES agrees and acknowledges that WWT
has not made any representations or warranties concerning the Transferred
Equipment or Transferred IP, WWT, or any of its assets, liabilities, financial
condition, business or operations, or any other matter.

3.5. DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT, THE TRANSFERRED EQUIPMENT AND TRANSFERRED IP ARE BEING SOLD TO CES
"AS IS" AND WWT EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS
AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF PERFORMANCE,
NONINFRINGEMENT, MERCHANTABILITY AND SUITABILITY AND FITNESS FOR ANY PARTICULAR
PURPOSE OR USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND BY WAY OF
EXAMPLE AND NOT LIMITATION, CES ACKNOWLEDGES THAT THE AUTOCLAVE DRIVE SYSTEM
INCLUDED IN THE TRANSFERRED EQUIPMENT REQUIRES A RE-BUILD, AND THAT SIGNIFICANT
EXPENDITURES ARE REQUIRED WITH RESPECT TO ELECTRICAL AND CONTROL SYSTEMS (ALL OF
WHICH EXPENDITURES SHALL BE CES'S SOLE RESPONSIBILITY). ADDITIONALLY, WWT GIVES
NO ASSURANCE AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION
CONTAINED IN THE AUTOCLAVE RE-ENGINEERING REPORT PACKAGE OR THE AUTOCLAVE
OPERATING/BIOMASS DATA PACKAGE.

ARTICLE 4

COVENANTS

4.1. CERTAIN FILINGS; REASONABLE EFFORTS. Subject to the terms and
conditions herein provided, each of the parties hereto agrees to use
commercially reasonable efforts to take or cause to be taken all action and to
do or cause to be done all things reasonably necessary, proper or advisable
under applicable laws and regulations to consummate and make effective the
transactions contemplated by this Agreement, including executing any additional
instruments necessary to consummate the transactions contemplated hereby. WWT
shall deliver a Xxxx of Sale to CES at each of the First and Third Closings,
documenting the transfer of the Transferred Equipment and the Transferred IP,
respectively

4.2. EQUIPMENT REMOVAL. The parties acknowledge that the dismantling of
the Transferred Equipment from the Facility will need to be completed and that
accordingly, CES will not be in physical possession of the Transferred Equipment
until following the First Closing. In this regard, the parties agree as follows:

(a) Following the First Closing, WWT will complete the
dismantling of the Transferred Equipment. WWT's obligations with respect to the
Transferred Equipment shall be limited to dismantling and loading the
Transferred Equipment onto a vehicle supplied by or on behalf of CES. CES shall
bear all costs in connection with transporting the Transferred Equipment.

(b) Title to the Transferred Equipment (and accordingly, risk
of loss) will transfer to CES as of the First Closing, despite the fact that
some of the Transferred Equipment may remain at the Facility for a period of
time following the First Closing.

4.3. TERMINATION OF R & D. Effective as of the First Closing, WWT will
suspend, and, effective as the Third Closing, will terminate, any and all
research and development, whether being conducted by WWT or any third party
contracted by WWT, on (i) the PSC Process (U.S. Patent 6,306,248), or any
generally similar MSW autoclaving process, (ii) the conversion or applications
of the cellulose feedstock produced by the PSC Process (U.S. Patent 6,308,248),
or any generally similar autoclaving process; and (iii) any other intellectual
property being applied for by or on behalf of WWT (including patents, patents
pending, patent applications, copyrights, trademarks, etc.) relating to the PSC
Process itself, or any generally similar MSW autoclaving process; provided,
however, that nothing in this Section 4.3 or in any other provision of this
Agreement shall prohibit WWT from licensing or otherwise acquiring in the future
any autoclaving technology, including any MSW autoclaving process that is
similar to the PSC process. Nothing in this Agreement will affect or otherwise
limit WWT's rights with respect to any other research and development
activities, including, by way of example and not limitation, research activities
surrounding WWT's patent application on the formation of mixed alcohols from
syngas prepared from the gasification of biomass. In the event that the Third
Closing does not occur by June 15, 2008, WWT's obligations under this Section
4.3 shall terminate.

4.4. PRESS RELEASE. Within four Business Days of the First Closing, WWT
will issue a press release announcing that it has entered into an agreement with
CES to sell to CES any and all interests WWT has in the PSC Process and the
cellulose biomass produced by the PSC Process. WWT will provide a draft of the
press release to CES for its review and shall include CES's reasonable comments
to the extent reasonably acceptable to WWT and its counsel from a securities law
perspective.

ARTICLE 5

TERMINATION

5.1. TERMINATION EVENTS. This Agreement may, by notice given prior to
or at any Closing, be terminated with respect to the transactions contemplated
by such Closing:

(a) by either CES or WWT if a material breach of any provision
of this Agreement has been committed by the other party and such breach has not
been waived;

(b) by mutual consent of WWT and CES; or

(c) by either WWT or CES if such Closing has not occurred
(other than through the failure of any party seeking to terminate this Agreement
to comply fully with its obligations under this Agreement) on or before (i) the
date hereof, with respect to the First Closing; May 1, 2008, with respect to the
Second Closing; or June 15, 2008 with respect to the Third Closing, or such
later dates as the parties may agree upon.

5.2. EFFECT OF TERMINATION. Each party's right of termination under
Section 5.1 is in addition to any other rights it may have under this Agreement
or otherwise, and the exercise of a right of termination will not be an election
of remedies. If this Agreement is terminated pursuant to Section 5.1 with
respect to any Closing, all further obligations of the parties under this
Agreement with respect to the Closing or Closings that have been so terminated
will terminate, except that the obligations in Article 6 will survive; provided,
however, that if this Agreement is terminated by a party because of the breach
of this Agreement by the other party (including, by way of example and not
limitation, the failure of CES to notify WWT of the Second Closing and to
deliver the Second Closing Payment on or before May 1, 2008, and the failure of
CES to notify WWT of the Third Closing and to deliver the Third Closing Payment
on or before June 15, 2008) or because one or more of the conditions to the
terminating party's obligations under this Agreement is not satisfied as a
result of the other party's failure to comply with its obligations under this
Agreement, the terminating party's right to pursue all legal remedies will
survive such termination unimpaired.

ARTICLE 6

REMEDIES FOR AGREEMENT BREACHES

6.1. TIME LIMITATION. All representations and warranties contained in
this Agreement or in any certificate or document delivered in accordance with
the terms of this Agreement, shall survive until the 12-month anniversary of the
Initial Closing Date, and shall not be deemed waived or otherwise affected by
any investigation made or any knowledge acquired with respect thereto, or by any
notice given pursuant to Section 7.3 or otherwise; provided, however, that
either party's right to make any claim or bring any legal action against the

other party based upon a breach of its representations and warranties herein
shall forever expire if written notice of such claim or legal action (along with
a detailed written notice of the alleged facts underlying such claim or action)
is not given to the other party before the end of such 12-month period. All of
the covenants and obligations of the parties contained in this Agreement or any
certificate or document delivered in accordance with the terms of this Agreement
shall survive (i) until fully performed or fulfilled, unless non-compliance with
such covenants or obligations is waived in writing by the party or parties
entitled to such performance or (ii) if not fully performed or fulfilled, until
the expiration of the relevant statute of limitations.

6.2. POST-CLOSING INDEMNIFICATION PROVISIONS FOR BENEFIT OF CES.
Provided that CES makes a written claim for indemnification pursuant to this
Section before the expiration of the applicable time period set forth in Section
6.1, WWT shall indemnify CES, its Subsidiaries, and their respective officers,
directors and representatives (collectively, the "CES Indemnitees") from and
against, hold each of them harmless from, and reimburse each of them for, the
entirety of any Adverse Consequences which such CES Indemnitees actually suffer
through and after the date of the claim for indemnification directly resulting
from, arising out of, relating to, or caused by any breach by WWT of any of its
representations, warranties, covenants or obligations contained in this
Agreement or any certificate or document delivered in accordance with the terms
of this Agreement, or any schedule hereto or thereto.

6.3. INDEMNIFICATION LIMITS. With respect to any and all claims for
which either party is entitled to indemnification under this Agreement, each
party shall be entitled to indemnification for the aggregate amount of all
Losses it actually incurs from the first dollar. Under no circumstances shall
either party's total liability for claims for indemnification under this
Agreement or breach of any representations or warranties exceed $500,000.
Notwithstanding the foregoing, the limitations with respect to Losses sustained
by WWT as a result of the breach by CES of its obligation to cause the Second
and/or the Third Closing to occur within the required timeframes shall be
$640,000 and $564,000, respectively.

6.4. POST-CLOSING INDEMNIFICATION PROVISIONS FOR BENEFIT OF WWT.
Provided that WWT makes a written claim for indemnification pursuant to this
Section 6.4 before the expiration of the applicable time period set forth in
Section 6.1, CES shall indemnify WWT, its Subsidiaries and their respective
officers, directors and representatives (collectively, the "WWT Indemnitees")
from and against, hold each of them harmless from, and reimburse each of them
for, the entirety of any Adverse Consequences which the WWT Indemnitees actually
suffer directly resulting from, arising out of, relating to or caused by any
breach by CES of any of its representations, warranties, covenants or
obligations contained in this Agreement or any certificate or document delivered
in accordance with the terms of the Agreement, or any schedule hereto or
thereto.

6.5. MATTERS INVOLVING THIRD PARTIES.

(a) If any third party shall notify any party (the
"Indemnified Party") with respect to any matter (a "Third Party Claim") which
may give rise to a claim for indemnification against any other party (the
"Indemnifying Party") under this Article 6, then the Indemnified Party shall
promptly notify each Indemnifying Party thereof in writing; provided, however,
that no delay on the part of the Indemnified Party in notifying any Indemnifying
Party shall relieve the Indemnifying Party from any obligation hereunder unless
the Indemnifying Party is materially prejudiced thereby.

(b) Any Indemnifying Party will have the right to defend the
Indemnified Party against the Third Party Claim with counsel of its choice
reasonably satisfactory to the Indemnified Party so long as the Indemnifying
Party notifies the Indemnified Party in writing, within fifteen (15) days after
the Indemnified Party has given written notice of the Third Party Claim, that
the Indemnifying Party will indemnify the Indemnified Party from and against the
entirety of any Adverse Consequences that the Indemnified Party may suffer
directly resulting from, arising out of, relating to or caused by the Third
Party Claim.

(c) So long as the Indemnifying Party is conducting the
defense of the Third Party Claim in accordance with Section 6.5(b) above, (A)
the Indemnified Party may retain separate co-counsel at its sole cost and
expense and participate in the defense of the Third Party Claim, (B) the
Indemnified Party will not consent to the entry of any judgment or enter into
any settlement with respect to the Third Party Claim without the prior written
consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the
Indemnifying Party will not consent to the entry of any judgment or enter into
any settlement with respect to the Third Party Claim without the prior written
consent of the Indemnified Party (not to be withheld unreasonably).

ARTICLE 7

MISCELLANEOUS

7.1. ENTIRE AGREEMENT; ASSIGNMENT. This Agreement (including the
Exhibits hereto) (a) constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all other prior
agreements and understandings both written and oral between the parties with
respect to the subject matter hereof (including but not limited to the
Standstill Agreement and the Letter of Intent) and (b) shall not be assigned by
operation of law or otherwise without the prior written consent of the parties.

7.2. VALIDITY. If any provision of this Agreement or the application
thereof to any Person or circumstance is held invalid or unenforceable, the
remainder of this Agreement and the application of such provision to other
Persons or circumstances shall not be affected thereby and to such end the
provisions of this Agreement are agreed to be severable.

7.3. NOTICES. Any notice, request or demand desired or required to be
given hereunder shall be in writing given by personal delivery, confirmed
facsimile transmission or overnight courier service, in each case addressed as
respectively set forth below or to such other address as any party shall have
previously designated by such a notice. The effective date of any notice,
request or demand shall be the date of personal delivery, the date on which
successful facsimile transmission is confirmed or the date actually delivered by
a reputable overnight courier service, as the case may be, in each case properly
addressed as provided herein and with all charges prepaid.

If to CES:

Clean Earth Solutions, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxx Xxxxxx, XX 00000
Facsimile Number: (000) 000-0000

with a copy to:

Xxxxx, Xxxxxxxx & Xxxx LLP
000 Xxxx X Xx. Xxx. 0000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: R. Xxxxxxx Xxxxx, Esq.
Facsimile number: (000) 000-0000

If to WWT:

World Waste Technologies, Inc.
00000 Xxxxx XxXxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxx
Facsimile Number:________________

with a copy to:

TroyGould PC
0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxx, Esq.
Facsimile number: 310-201-4746

,or to such other address as the Person to whom written notice is given may have
previously furnished to the others in writing in the manner set forth above.

7.4. GOVERNING LAW; ARBITRATION.

(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to the
principles of conflicts of law thereof.

(b) Notwithstanding anything herein to the contrary, if there
shall be a dispute between the parties arising out of or relating to this
Agreement or any related document (including without limitation the issue of
arbitrability provided herein), the parties agree that such dispute shall be
resolved by final and binding arbitration in Los Angeles County, California,
before a sole neutral arbitrator, administered by Judicial Arbitration &
Mediation Services, Inc. ("JAMS"), in accordance with JAMS' rules of practice
then in effect or such other procedures as the parties may agree to. Any award

issued as a result of such arbitration shall be final and binding between the
parties thereto, and shall be enforceable by any court having jurisdiction over
the party against whom enforcement is sought. Each party shall initially bear
its own counsel and advisor fees, and out-of-pocket costs of the arbitrator and
the arbitration shall be shared equally by the parties to such arbitration. The
arbitrator shall permit reasonable discovery, publish his conclusions of law and
findings of fact, and award attorneys' fees and costs to the prevailing party.

7.5. DESCRIPTIVE HEADINGS; SECTION REFERENCES. The descriptive headings
herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement. All
references herein to Articles, Sections, subsections, paragraphs and clauses are
references to Articles, Sections, subsections, paragraphs and clauses of this
Agreement unless specified otherwise.

7.6. PARTIES IN INTEREST. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto and its successors and
permitted assigns. Nothing in this Agreement is intended to or shall confer upon
any other Person any rights, benefits or remedies of any nature whatsoever under
or by reason of this Agreement.

7.7. CERTAIN DEFINITIONS. For the purposes of this Agreement, the term:

(a) "Adverse Consequences" means all actions, suits,
proceedings, hearings, investigations, charges, complaints, claims, demands,
injunctions, judgments, orders, decrees, rulings, damages, dues, penalties,
fines, costs, amounts paid in settlement, liabilities, obligations, taxes,
liens, losses, accounting and other expenses, and fees, including court costs
and reasonable attorneys' fees and expenses, whether or not involving a third
party claim, in each case net of (a) any insurance recoveries (after taking into
account any costs CES or WWT, as applicable, reasonably incurs due to such
recoveries, including those that may result from retrospective premium
adjustments, experience-based premium adjustments, and indemnification
obligations), and (b) any tax benefit (after taking into account any tax
detriment of any indemnity, including tax costs resulting from a reduction in
basis, and the resulting reduction in depreciation and amortization or increase
in gain recognized on the sale of the Transferred Equipment and Transferred IP,
if the indemnification is treated as an adjustment of the purchase price).

(b) "Autoclave Operating/Biomass Data Package" means the
internally prepared report of WWT summarizing economic, material recoveries, and
operating sensitivities of operating autoclaves.

(c) "Autoclave Re-Engineering Report Package" means the
Highlander Engineering Report, as well as reports from several other engineering
firms, issued to WWT and setting forth problems and proposed solutions for
autoclave steel tire re-work.

(d) "BPI Settlement Agreement" means a settlement and release
agreement by and among WWT and its subsidiaries, Bio-Products International
("BPI") and its affiliates (including Xxxxxxx Xxxx and Xxx Xxxxxx), and CES and
its affiliates (including Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx), in the form
attached hereto as EXHIBIT C.

(e) "Business Day" means any day other than a day on which
banks in California are required or authorized by law to be closed.

(f) "include" or "including" means "include, without
limitation" or "including, without limitation," as the case may be, and the
language following "include" or "including" shall not be deemed to set forth an
exhaustive list.

(g) "Letter of Intent" means the Non-Binding Letter of Intent,
dated as of December 12, 2007, between WWT and CES.

(h) "Losses" shall mean the dollar value of any and all loss,
obligation, deficiency, damage, claim, liability, cost and expense incurred as a
result of any Adverse Consequence, including the amount of any settlement
entered into pursuant to this Agreement, and all reasonable legal fees and other
expenses.

(i) "Person" means an individual, corporation, partnership,
limited liability company, association, trust, unincorporated organization or
other legal entity including any governmental entity.

(j) "Standstill Agreement" means the Binding Standstill
Agreement, dated December 12, 2007, between CES and WWT.

(k) "Subsidiary" or "Subsidiaries" of any Person means any
corporation, partnership, limited liability company, association, trust,
unincorporated association or other legal entity of which such Person (either
alone or through or together with any other subsidiary), owns, directly or
indirectly, more than fifty percent (50%) of the capital stock the holders of
which are generally entitled to vote for the election of the board of directors
or other governing body of such corporation or other legal entity.

(l) "Transferred IP" means the intellectual property listed on
EXHIBIT B hereto, the Autoclave Re-Engineering Report Package and the Autoclave
Operating/Biomass Data Package.

7.8. PERSONAL LIABILITY. This Agreement shall not create or be deemed
to create or permit any personal liability or obligation on the part of any
officer, director, employee, agent, shareholder or representative of any party
hereto.

7.9. COUNTERPARTS. This Agreement may be executed by facsimile and in
one or more counterparts, each of which shall be deemed to be an original but
both of which shall constitute one and the same agreement.

7.10. AMENDMENT. This Agreement may be amended by action taken by WWT
and CES at any time. This Agreement may be amended only by an instrument in
writing signed on behalf of the parties hereto.

7.11. EXPENSES. Except as otherwise specified in this Agreement, each
party shall bear its respective costs and expenses (including any broker's or
finder's fees) incurred at any time in connection with pursuing or consummating
the transactions contemplated hereby, including, by way of example and not
limitation, all expenses related to such party's attorneys, accountants and
other advisors.

7.12. ADDITIONAL LIMITATION OF LIABILITY. NOTWITHSTANDING ANY PROVISION
HEREIN TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR ANY
OF ITS OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE UNDER ANY THEORY OF TORT,
CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS
OR EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS
HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES
WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND EVEN IF THE REMEDIES SET FORTH HEREIN FAIL OF THEIR ESSENTIAL
PURPOSE.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

"CES" "WWT"

CLEAN EARTH SOLUTIONS, INC. WORLD WASTE TECHNOLOGIES, INC.

By: /s/ XXXXX XXXXXX By: /S/ XXXX XXXXXXXX
----------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: Xxxx Xxxxxxxx
Title: President Title: Chief Executive Officer

EXHIBIT A

USED EQUIPMENT
--------------

Steam Autoclaves, 11'D x 80'L (2)
Note: Steel vessel drive tires require re-work
Associated Conveyors and Frames (11) and electrical
14-ft diameter Trommel Screen (1) and electrical and controls (including
VF Drive in MCC room)
Vibratory Pan Feeder (1)
Eriez Magnetic Separator (1)
Eddy Current Separator (1)
Miura Boilers (3) and water conditioning equipment, meters, tanks, etc.
All valving, gauges, safety checks, etc. for steam piping from boilers to
vessels
Catalytic Oxidizer (1) and associated piping and controls Vent
Condenser (1) and associated piping
Air Compressor (1)
Cranes - Vessel Doors, Hoists
Pick Heater and piping
Odor Control System
Vessel Instrumentation
Vessel VF Drives [1 set ABB 60HP, 1 set CEH 40HP]
PLC/Controls, including any and all improvements or changes to the software
MCC Panels (3) (numbers 1, 2a, 2b) with buckets from other panels for all
front end equipment moved to one of these three MCC panels
Operator Control Room (1)
Steel platforms at both ends of the autoclaves
Bins
All electrical panels, controls, disconnect switches, emergency boxes and pull
cords for front end
Front End Loader
Large Drying Oven
Three Steel Tanks
Miscellaneous Tools
Office furniture, file cabinets, etc.
Facility engineering and construction drawings, manuals, reports, and material
samples

A - 1

EXHIBIT B

* US PATENT 6,306,248, METHOD FOR TRANSFORMING DIVERSE PULP AND PAPER PRODUCTS
INTO A HOMOGENEOUS CELLULOSE FEEDSTOCK
[Global Exclusive License held by Bio-Products International] and any and all
international patents and patents pending derived from International Application
# PCT/US01/50049.

Patent Assignment Agreement entered into by and between WWT and the University
of Alabama in Huntsville on May 1, 2006, and the Assignment of Patent entered
into by and between WWT and the University of Alabama in Huntsville on May 1,
2006.

Any and all intellectual property (including, but not limited to, patents,
patents pending, patent applications, provisional patents, copyrights,
trademarks, etc.), developed by WWT, or any third party contracted by WWT, owned
by WWT and which relates to the PSC Process (U.S. Patent 6,306,248) itself, or
any generally similar MSW autoclaving process, or the cellulose feedstock
produced by the PSC Process or conversion or applications of the cellulose
feedstock produced by the PSC Process or any similar autoclaving process.

B - 1

EXHIBIT C

BPI Settlement Agreement

[attached]

C - 1

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