NOTE PURCHASE AGREEMENT

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Exhibit 10.1

                             NOTE PURCHASE AGREEMENT

         This Note Purchase Agreement (this "Purchase Agreement") dated as of
February 2, 2009, between Vertex Energy, L.P., a Texas limited partnership (the
"Company") and World Waste Technologies, Inc., a California corporation (the
"Lender").

                                    RECITALS

         A. Lender desires to purchase from the Company, and the Company desires
to sell to the Lender, upon the terms and subject to the conditions of this
Agreement, a senior subordinated secured promissory note (the "Note"),
substantially in the form attached hereto as Exhibit A, in the aggregate
principal amount of One Million Dollars ($1,000,000.00) (the "Loan Amount").

         B. This Agreement, the Note, the Security Agreement (as defined in the
Note), the Guaranty (as defined in the Note) and the Amendment (as defined
below) are sometimes hereinafter collectively referred to as the "Transaction
Documents."

         C. Capitalized terms not otherwise defined herein shall have the
meaning given to such terms in the Note and Security Agreement.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of their respective promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties, the Company and the Lender hereby
agree as follows:

1.       ISSUANCE, SALE AND DELIVERY OF NOTE.

         (a) ISSUANCE OF THE NOTE. Subject to the terms and conditions set forth
in this Agreement and in reliance upon the representations and warranties
contained herein, the Company agrees to issue and sell to the Lender, and the
Lender hereby agrees to purchase from the Company, the Note.

         (b) CLOSING. The closing of the purchase and sale of the Note (the
"Closing") shall be held at the offices of The Loev Law Firm, PC in Bellaire,
Texas, or at such other location as shall be agreed upon by the parties hereto,
on the date hereof (the "Closing Date").

         (c) CLOSING DELIVERIES BY THE LENDER. At the Closing, the Lender shall
deliver to the Company:

         (i) the Security Agreement, duly executed by the Lender;

         (ii) an amendment to the Merger Agreement in the form attached hereto
as Exhibit B (the "Amendment"), duly executed by the Lender; and

         (ii) the Loan Amount by cashiers' check, certified funds or wire
transfer.


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(d)      CLOSING DELIVERIES BY THE COMPANY. At the Closing, the Company shall
deliver to the Lender:

         (i) the Note, duly executed by the Company;

         (ii) the Security Agreement, duly executed by the Company;

         (iii) the Guaranty, duly executed by the Guarantor (as defined in the
Note);

         (iv) the Amendment, duly executed by the Company and the other parties
thereto (other than the Lender);

         (v) an opinion of counsel to the Company and the Guarantor, in form and
substance satisfactory to the Lender; and

         (vi) a certificate of the General Partner of the Company dated as of
the Closing Date, certifying: (A) the Company's organizational documents as true
and complete and attaching certified copies of same; (B) as to the incumbency
and genuineness of the specimen signatures of each officer of the Company
executing any of the Transaction Documents; (C) the resolutions of partners of
the Company authorizing the execution, delivery and performance of the
Transaction Documents and the consummation of the transactions contemplated
thereby, as true and complete and attaching copies of same; and (D) that all
consents, approvals and other actions of, and notices and filings with, all
entities and persons as may be necessary or required with respect to the
execution of the parties of the transactions contemplated thereby, have been
obtained or made.

2.       LENDER'S REPRESENTATIONS AND WARRANTIES.

         The Lender represents and warrants to the Company that:

         (a) AUTHORIZATION; ENFORCEMENT. The Transaction Documents as to which
the Lender is a party have been duly and validly authorized, executed and
delivered by the Lender and are each and collectively valid and binding
agreements of the Lender enforceable against it in accordance with their terms,
except as enforceability may be limited by bankruptcy, insolvency, moratorium,
liquidation, or similar laws relating to, or affecting, generally the
enforcement of creditors' rights and remedies or by other equitable principles
of general application.

3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to the Lender that:

         (a) ORGANIZATION AND QUALIFICATION. The Company is duly organized and
existing in good standing under the laws of Texas and has the requisite
partnership power to own its properties and to carry on its business as now
being conducted.

         (b) AUTHORIZATION; ENFORCEMENT. (i) The Company has the requisite power
and authority to enter into and perform the Transaction Documents, to issue and
sell the Note in accordance with the terms hereof, and to perform its
obligations under the Note in accordance with the requirements of the same, (ii)

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the execution, delivery and performance of the Transaction Documents by the
Company and the consummation by it of the transactions contemplated hereby and
thereby have been duly authorized, (iii) the Transaction Documents have been
duly and validly authorized, executed and delivered by the Company, and (iv) the
Transaction Documents const