2007 STOCK PLAN

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Exhibit 10.2

WORLD WASTE TECHNOLOGIES, INC.

2007 STOCK PLAN

1. PURPOSES OF THE PLAN. The purposes of this 2007 Stock Plan are to

attract and retain the best available personnel for positions of substantial

responsibility, to provide additional incentive to Employees and Consultants and

to promote the success of the Company's business.

2. DEFINITIONS. As used herein, the following definitions shall apply:

(a) "ADMINISTRATOR" means the Board or its Committee appointed

pursuant to Section 4 of the Plan.

(b) "AFFILIATE" means an entity other than a Subsidiary (as defined

below) which, together with the Company, is under common control of a third

person or entity.

(c) "APPLICABLE LAWS" means the legal requirements relating to the

administration of stock option and restricted stock purchase plans, including

under applicable U.S. state corporate laws, U.S. federal and applicable state

securities laws, other U.S. federal and state laws, the Code, any Stock Exchange

rules or regulations and the applicable laws, rules and regulations of any other

country or jurisdiction where Options are granted under the Plan, as such laws,

rules, regulations and requirements shall be in place from time to time.

(d) "BOARD" means the Board of Directors of the Company.

(e) "CAUSE" for termination of a Participant's Continuous Service

Status will exist if the Participant is terminated by the Company for any of the

following reasons: (i) Participant's willful failure substantially to perform

his or her duties and responsibilities to the Company or deliberate violation of

a Company policy; (ii) Participant's commission of any act of fraud,

embezzlement, dishonesty or any other willful misconduct that has caused or is

reasonably expected to result in material injury to the Company; (iii)

unauthorized use or disclosure by Participant of any proprietary information or

trade secrets of the Company or any other party to whom the Participant owes an

obligation of nondisclosure as a result of his or her relationship with the

Company; or (iv) Participant's willful breach of any of his or her obligations

under any written agreement or covenant with the Company. The determination as

to whether a Participant is being terminated for Cause shall be made in good

faith by the Company and shall be final and binding on the Participant. The

foregoing definition does not in any way limit the Company's ability to

terminate a Participant's employment or consulting relationship at any time as

provided in Section 5(b) below, and the term "Company" will be interpreted to

include any Subsidiary, Parent or Affiliate, as appropriate.

(f) "CHANGE OF CONTROL" means (1) a sale of all or substantially all

of the Company's assets, or (2) any merger, consolidation or other capital

reorganization or business combination transaction of the Company with or into

another corporation, entity or person, other than a transaction in which the

holders of at least a majority of the shares of voting capital stock of the

Company outstanding immediately prior to such transaction continue to hold

(either by such shares remaining outstanding or by their being converted into

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shares of voting capital stock of the surviving entity) a majority of the total

voting power represented by the shares of voting capital stock of the Company

(or the surviving entity) outstanding immediately after such transaction, or (3)

the direct or indirect acquisition (including by way of a tender or exchange

offer) by any person, or persons acting as a group, of beneficial ownership or a

right to acquire beneficial ownership of shares representing a majority of the

voting power of the then outstanding shares of capital stock of the Company.

(g) "CODE" means the Internal Revenue Code of 1986, as amended.

(h) "COMMITTEE" means one or more committees or subcommittees of the

Board appointed by the Board to administer the Plan in accordance with Section 4

below.

(i) "COMMON STOCK" means the Common Stock of the Company.

(j) "COMPANY" means World Waste Technologies, Inc., a California

corporation.

(k) "CONSULTANT" means any person, including an advisor, who is

engaged by the Company or any Parent, Subsidiary or Affiliate to render services

and is compensated for such services, and any director of the Company whether

compensated for such services or not.

(l) "CONTINUOUS SERVICE STATUS" means the absence of any interruption

or termination of service as an Employee or Consultant. Continuous Service

Status as an Employee or Consultant shall not be considered interrupted in the

case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence

approved by the Administrator, provided that such leave is for a period of not

more than ninety (90) days, unless reemployment upon the expiration of such

leave is guaranteed by contract or statute, or unless provided otherwise

pursuant to Company policy adopted from time to time; or (iv) in the case of

transfers between locations of the Company or between the Company, its Parents,

Subsidiaries, Affiliates or their respective successors. A change in status from

an Employee to a Consultant or from a Consultant to an Employee will not

constitute an interruption of Continuous Service Status.

(m) "DIRECTOR" means a member of the Board.

(n) "EMPLOYEE" means any person employed by the Company or any Parent,

Subsidiary or Affiliate, with the status of employment determined based upon

such factors as are deemed appropriate by the Administrator in its discretion,

subject to any requirements of the Code or the Applicable Laws. The payment by

the Company of a director's fee to a Director shall not be sufficient to

constitute "employment" of such Director by the Company.

(o) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as

amended.

(p) "FAIR MARKET VALUE" means, as of any date, the fair market value

of the Common Stock, as determined by the Administrator in good faith on such

basis as it deems appropriate and applied consistently with respect to

Participants. Whenever possible, the determination of Fair Market Value shall be

based upon the closing price for the Shares for the applicable date.

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(q) "INVOLUNTARY TERMINATION" means termination of a Participant's

Continuous Service Status under the following circumstances: (i) termination

without Cause by the Company or a Subsidiary, Parent or Affiliate, as

appropriate; or (ii) voluntary termination by the Participant within thirty (30)

days following (A) a material reduction in the Participant's job

responsibilities, provided that neither a mere change in title alone nor

reassignment following a Change of Control to a position that is substantially

similar to the position held prior to the Change of Control shall constitute a

material reduction in job responsibilities; (B) relocation by the Company or a

Subsidiary, Parent or Affiliate, as appropriate, of the Participant's work site

to a facility or location more than seventy-five (75) miles from the

Participant's principal work site for the Company at the time of the Change of

Control; or (C) a reduction in Participant's then-current base salary by at

least 33%, provided that an across-the-board reduction in the salary level of

all other employees or consultants in positions similar to the Participant's by

the same percentage amount as part of a general salary level reduction shall not

constitute such a salary reduction.

(r) "LISTED SECURITY" means any security of the Company that is listed

or approved for listing on a national securities exchange or designated or

approved for designation as a national market system security on an interdealer

quotation system by the National Association of Securities Dealers, Inc.

(s) "NAMED EXECUTIVE" means any individual who, on the last day of the

Company's fiscal year, is (i) the chief executive officer of the Company (or is

acting in such capacity); (i) the chief financial officer of the Company (or is

acting in such capacity); or (iii) among the three most highly compensated

officers of the Company (other than the chief executive officer and chief

financial officer). Such officer status shall be determined pursuant to the

executive compensation disclosure rules under the Exchange Act.

(t) "OPTION" means a stock option granted pursuant to the Plan.

(u) "OPTION AGREEMENT" means a written document, the form of which

shall be approved from time to time by the Administrator, reflecting the terms

of an Option granted under the Plan and includes any documents attached to or

incorporated into such Option Agreement, including, but not limited to, a notice

of stock option grant and a form of exercise notice.

(v) "OPTION EXCHANGE PROGRAM" means a program approved by the

Administrator whereby outstanding Options are exchanged for Options with a lower

exercise price or are amended to decrease the exercise price as a result of a

decline in the Fair Market Value of the Common Stock.

(w) "OPTIONED STOCK" means the Common Stock subject to an Option.

(x) "OPTIONEE" means an Employee or Consultant who receives an Option.

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(y) "PARENT" means a "parent corporation," whether now or hereafter

existing, as defined in Section 424(e) of the Code, or any successor provision.

(z) "PARTICIPANT" means any holder of one or more Options, or the

Shares issuable or issued upon exercise of such Options, under the Plan.

(aa) "PLAN" means this 2007 Stock Plan.

(bb) "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act,

as amended from time to time, or any successor provision.

(cc) "SHARE" means a share of the Common Stock, as adjusted in

accordance with Section 13 of the Plan.

(dd) "STOCK EXCHANGE" means any stock exchange or consolidated stock

price reporting system on which prices for the Common Stock are quoted at any

given time.

(ee) "SUBSIDIARY" means a "subsidiary corporation," whether now or

hereafter existing, as defined in Section 424(f) of the Code, or any successor

provision.

(ff) "TEN PERCENT HOLDER" means a person who owns stock representing

more than ten percent (10%) of the voting power of all classes of stock of the

Company or any Parent or Subsidiary.

3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 13 of

the Plan, the maximum aggregate number of Shares that may be sold under the Plan

is six million (6,000,000) Shares of Common Stock. The Shares may be authorized,

but unissued, or reacquired Common Stock. If an award should expire or become

unexercisable for any reason without having been exercised in full, or is

surrendered pursuant to an Option Exchange Program, the unpurchased Shares that

were subject thereto shall, unless the Plan shall have been terminated, become

available for future grant under the Plan. In addition, any Shares of Common

Stock which are retained by the Company upon exercise of an award in order to

satisfy the exercise or purchase price for such award or any withholding taxes

due with respect to such exercise or purchase shall be treated as not issued and

shall continue to be available under the Plan. Shares issued under the Plan and

later repurchased by the Company pursuant to any repurchase right which the

Company has shall be available for future grant under the Plan.

4. ADMINISTRATION OF THE PLAN.

(a) GENERAL. The Plan shall be administered by the Board or a

Committee, or a combination thereof, as determined by the Board. The Plan may be

administered by different administrative bodies with respect to different

classes of Participants and, if permitted by the Applicable Laws, the Board may

authorize one or more officers to make awards under the Plan.

(b) COMMITTEE COMPOSITION. If a Committee has been appointed pursuant

to this Section 4, such Committee shall continue to serve in its designated

capacity until otherwise directed by the Board. From time to time the Board may

increase the size of any Committee and appoint additional members thereof,

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remove members (with or without cause) and appoint new members in substitution

therefor, fill vacancies (however caused) and remove all members of a Committee

and thereafter directly administer the Plan, all to the extent permitted by the

Applicable Laws and, in the case of a Committee administering the Plan in

accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to

the extent permitted or required by such provisions. The Committee shall in all

events conform to any requirements of the Applicable Laws.

(c) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan

and in the case of a Committee, the specific duties delegated by the Board to

such Committee, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value of the Common Stock, in

accordance with Section 2(p) of the Plan, provided that such determination shall

be applied consistently with respect to Participants under the Plan;

(ii) to select the Employees and Consultants to whom Options may

from time to time be granted;

(iii) to determine whether and to what extent Options are

granted;

(iv) to determine the number of Shares of Common Stock to be

covered by each award granted;

(v) to approve the form(s) of agreement(s) used under the Plan;

(vi) to determine the terms and conditions, not inconsistent with

the terms of the Plan, of any award granted hereunder, which terms and

conditions include but are not limited to the exercise or purchase price, the

time or times when awards may be exercised (which may be based on performance

criteria), any vesting acceleration or waiver of forfeiture restrictions, any

pro rata adjustment to vesting as a result of a Participant's transitioning from

full- to part-time service (or vice versa), and any restriction or limitation

regarding any Option, Optioned Stock or restricted stock issued upon exercise of

an Option, based in each case on such factors as the Administrator, in its sole

discretion, shall determine;

(vii) to determine whether and under what circumstances an Option

may be settled in cash under Section 10(c) instead of Common Stock;

(viii) to implement an Option Exchange Program on such terms and

conditions as the Administrator in its discretion deems appropriate, provided

that no amendment or adjustment to an Option that would materially and adversely

affect the rights of any Optionee shall be made without the prior written

consent of the Optionee;

(ix) to adjust the vesting of an Option held by an Employee or

Consultant as a result of a change in the terms or conditions under which such

person is providing services to the Company;

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(x) to construe and interpret the terms of the Plan and awards

granted under the Plan, which constructions, interpretations and decisions shall

be final and binding on all Participants; and

(xi) in order to fulfill the purposes of the Plan and without

amending the Plan, to modify grants of Options to Participants who are foreign

nationals or employed outside of the United States in order to recognize

differences in local law, tax policies or customs.

5. ELIGIBILITY.

(a) RECIPIENTS OF GRANTS. Options may be granted to Employees and

Consultants.

(b) NO EMPLOYMENT RIGHTS. The Plan shall not confer upon any

Participant any right with respect to continuation of an employment or

consulting relationship with the Company, nor shall it interfere in any way with

such Participant's right or the Company's right to terminate the employment or

co