WORLD WASTE TECHNOLOGIES, INC.

                                 2004 STOCK PLAN

                          NOTICE OF STOCK OPTION GRANT


[GRANTEE'S NAME]
[GRANTEE'S ADDRESS]
[GRANTEE'S ADDRESS]

      You have been granted an option to purchase Common Stock ("Common  Stock")
of World Waste  Technologies, Inc.  (the  "Company")  as follows:

Board Approval Date:

Date of Grant:

Vesting Commencement Date:

Exercise Price Per Share:           $_________

Total Number of Shares Granted:

Total Exercise Price:

Type of Option:                     [NSO/ISO]

Term/Expiration Date:               [10 YEARS AFTER GRANT DATE]

Vesting Schedule:                   [INSERT VESTING SCHEDULE]

Termination Period:                 This Option may be exercised
                                    for three months after
                                    termination of employment or
                                    consulting relationship
                                    except as set out in Sections
                                    6 and 7 of the Stock Option
                                    Agreement (but in no event
                                    later than the Expiration
                                    Date).


      By your signature and the signature of the Company's representative below,
you and the Company  agree that this option is granted under and governed by the
terms and conditions of the 2004 STOCK PLAN and the Stock Option Agreement, both
of which are attached and made a part of this document.

GRANTEE                                   WORLD WASTE TECHNOLOGIES, INC.



                                          By:
-------------------------------------     -------------------------------------
Signature                                 Name:
                                          Title:
-------------------------------------
Print Name


<PAGE>

                         WORLD WASTE TECHNOLOGIES, INC.

                                 2004 STOCK PLAN
                             STOCK OPTION AGREEMENT


      1.  GRANT  OF  OPTION.  World  Waste  Technologies,   Inc.,  a  California
corporation  (the  "Company"),  hereby grants to GRANTEE  ("Optionee") an option
(the  "Option")  to  purchase  a total  number of shares  of Common  Stock  (the
"Shares") set forth in the Notice of Stock Option Grant,  at the exercise  price
per share set forth in the Notice of Stock Option Grant (the  "Exercise  Price")
subject  to  the  terms,   definitions   and   provisions  of  the  World  Waste
Technologies, Inc. 2004 STOCK PLAN (the "Plan") adopted by the Company, which is
incorporated  herein by reference.  Unless otherwise  defined herein,  the terms
defined in the Plan shall have the same defined meanings in this Option.

      If  designated  an  Incentive  Stock  Option,  this  Option is intended to
qualify as an Incentive Stock Option as defined in Section 422 of the Code.

      2. EXERCISE OF OPTION. This Option shall be exercisable during its Term in
accordance with the Vesting Schedule set out in the Notice of Stock Option Grant
and with the provisions of Section 9 of the Plan as follows:

            (a) RIGHT TO EXERCISE.

                  (i) This  Option may be  exercised  in whole or in part at any
time after the Date of Grant,  as to Shares  which have not yet vested under the
vesting  schedule  indicated  on the  Notice of Stock  Option  Grant;  provided,
however,  that  Optionee  shall  execute as a condition to such exercise of this
Option,  the Early  Exercise  Notice and  Restricted  Stock  Purchase  Agreement
attached  hereto as Exhibit A (the  "Early  Exercise  Agreement").  If  Optionee
chooses to exercise  this Option solely as to Shares which have vested under the
vesting schedule  indicated on the Notice of Stock Option Grant,  Optionee shall
complete and execute the form of Exercise  Notice and Restricted  Stock Purchase
Agreement   attached   hereto   as   Exhibit  B  (the   "Exercise   Agreement").
Notwithstanding  the foregoing,  the Company may in its discretion  prescribe or
accept a different form of notice of exercise and/or stock purchase agreement if
such  forms  are  otherwise  consistent  with  this  Agreement,   the  Plan  and
then-applicable law.

                  (ii) This  Option may not be  exercised  for a  fraction  of a
share.

                  (iii) In the event of  Optionee's  death,  disability or other
termination of employment or consulting relationship,  the exercisability of the
Option is  governed  by  Sections  5, 6 and 7 below,  subject to the  limitation
contained in Section 2(a)(iv) below.

                  (iv) In no event  may  this  Option  be  exercised  after  the
Expiration Date of this Option as set forth in the Notice of Stock Option Grant.

            (b)  METHOD  OF  EXERCISE.  This  Option  shall  be  exercisable  by
execution  and  delivery  of  the  Early  Exercise  Agreement  or  the  Exercise
Agreement,  whichever is applicable, or of any other written notice approved for
such  purpose by the  Company  which shall  state the  election to exercise  the

<PAGE>

Option,  the number of Shares in respect of which the Option is being exercised,
and such other  representations  and  agreements  as to the holder's  investment
intent  with  respect to such  shares of Common  Stock as may be required by the
Company  pursuant to the  provisions of the Plan.  Such written  notice shall be
signed by Optionee and shall be delivered in person or by certified  mail to the
Secretary of the Company.  The written notice shall be accompanied by payment of
the Exercise Price.  This Option shall be deemed to be exercised upon receipt by
the Company of such written notice accompanied by the Exercise Price.

            No  Shares  will be issued  pursuant  to the  exercise  of an Option
unless such issuance and such exercise shall comply with all relevant provisions
of applicable law,  including the  requirements of any stock exchange upon which
the Shares may then be listed. Assuming such compliance, for income tax purposes
the Shares shall be considered  transferred to Optionee on the date on which the
Option is exercised with respect to such Shares.

      3.  METHOD OF  PAYMENT.  Payment of the  Exercise  Price shall be by cash,
check, or any other form approved by the Company), or any other method permitted
under the Plan;  provided  however  that the  Administrator  may refuse to allow
Optionee to tender a particular  form of payment  (other than cash or check) if,
in the Administrator's sole discretion, acceptance of such form of consideration
would not be in the best interests of the Company at such time.

      4.  RESTRICTIONS ON EXERCISE.  This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, or if the
issuance  of such  Shares  upon  such  exercise  or the  method  of  payment  of
consideration  for such shares would  constitute  a violation of any  applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal  Regulations  as  promulgated by the
Federal  Reserve  Board.  As a condition  to the  exercise of this  Option,  the
Company may  require  Optionee to make any  representation  and  warranty to the
Company as may be required by any applicable law or regulation.

      5. TERMINATION OF RELATIONSHIP.  In the event of termination of Optionee's
Continuous  Status as an Employee  or  Consultant,  Optionee  may, to the extent
otherwise so entitled at the date of such termination (the "Termination  Date"),
exercise  this Option during the  Termination  Period set forth in the Notice of
Stock  Option  Grant.  To the extent that  Optionee was not entitled to exercise
this Option at such  Termination  Date,  or if Optionee  does not exercise  this
Option within the Termination Period, the Option shall terminate.

      6. DISABILITY OF OPTIONEE.

            (a)  Notwithstanding the provisions of Section 5 above, in the event
of termination of Optionee's Continuous Status as an Employee or Consultant as a
result of his or her total and  permanent  disability  (as  defined  in  Section
22(e)(3) of the Code),  Optionee  may,  but only within  twelve  months from the
Termination  Date (but in no event later than the  Expiration  Date set forth in
the Notice of Stock Option Grant and in Section 9 below),  exercise  this Option
to the extent he or she was entitled to exercise it at such Termination Date. To
the  extent  that  Optionee  was not  entitled  to  exercise  the  Option on the
Termination  Date, or if Optionee does not exercise such Option to the extent so
entitled  within the time  specified  in this  Section  6(a),  the Option  shall
terminate.

                                       2
<PAGE>

            (b)  Notwithstanding the provisions of Section 5 above, in the event
of termination of Optionee's consulting  relationship or Continuous Status as an
Employee as a result of a  disability  not  constituting  a total and  permanent
disability  (as set forth in Section  22(e)(3) of the Code),  Optionee  may, but
only within six months from the Termination Date (but in no event later than the
Expiration  Date set forth in the Notice of Stock  Option Grant and in Section 9
below),  exercise the Option to the extent  Optionee was entitled to exercise it
as of such Termination  Date;  provided,  however,  that if this is an Incentive
Stock Option and Optionee fails to exercise this  Incentive  Stock Option within
three months from the Termination  Date, this Option will cease to qualify as an
Incentive Stock Option (as defined in Section 422 of the Code) and Optionee will
be treated for federal income tax purposes as having received ordinary income at
the time of such  exercise in an amount  generally  measured  by the  difference
between  the  Exercise  Price for the  Shares and the Fair  Market  Value of the
Shares on the date of exercise.  To the extent that Optionee was not entitled to
exercise the Option at the  Termination  Date,  or if Optionee does not exercise
such Option to the extent so entitled  within the time specified in this Section
6(b), the Option shall terminate.

      7. DEATH OF OPTIONEE. In the event of the death of Optionee (a) during the
Term of this  Option and while an  Employee  or  Consultant  of the  Company and
having been in Continuous  Status as an Employee or Consultant since the date of
grant of the Option,  or (b) within 30 days after Optionee's  Termination  Date,
the Option may be exercised at any time within six months  following the date of
death (but in no event later than the Expiration Date set forth in the Notice of
Stock Option Grant and in Section 9 below),  by Optionee's estate or by a person
who  acquired the right to exercise  the Option by bequest or  inheritance,  but
only to the extent of the right to exercise that had accrued at the  Termination
Date.

      8.  NON-TRANSFERABILITY  OF OPTION.  This Option may not be transferred in
any manner  otherwise than by will or by the laws of descent or distribution and
may be exercised  during the lifetime of Optionee  only by him or her. The terms
of this  Option  shall be binding  upon the  executors,  administrators,  heirs,
successors and assigns of Optionee.

      9. TERM OF OPTION.  This Option may be exercised  only within the Term set
forth in the Notice of Stock Option Grant,  subject to the limitations set forth
in Section 7 of the Plan.

      10. TAX CONSEQUENCES. Set forth below is a brief summary as of the date of
this  Option of  certain of the  federal  and  California  tax  consequences  of
exercise of this Option and  disposition  of the Shares under the laws in effect
as of the Date of Grant.  THIS SUMMARY IS  NECESSARILY  INCOMPLETE,  AND THE TAX
LAWS AND  REGULATIONS  ARE  SUBJECT TO  CHANGE.  OPTIONEE  SHOULD  CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

            (a) EXERCISE OF INCENTIVE STOCK OPTION.  If this Option qualifies as
an Incentive Stock Option, there will be no regular federal or California income
tax liability upon the exercise of the Option,  although the excess,  if any, of
the Fair Market  Value of the Shares on the date of exercise  over the  Exercise
Price  will be treated  as an  adjustment  to the  alternative  minimum  tax for
federal tax purposes and may subject Optionee to the alternative  minimum tax in
the year of exercise.

                                       3
<PAGE>

            (b) EXERCISE OF NONSTATUTORY  STOCK OPTION.  If this Option does not
qualify as an Incentive Stock Option,  there may be a regular federal income tax
liability and a California income tax liability upon the exercise of the Option.
Optionee  will be treated as having  received  compensation  income  (taxable at
ordinary income tax rates) equal to the excess, if any, of the fair market value
of the Shares on the date of exercise over the Exercise  Price. If Optionee is a
current or former  employee,  the  Company  may be  required  to  withhold  from
Optionee's  compensation  or collect  from  Optionee  and pay to the  applicable
taxing  authorities an amount equal to a percentage of this compensation  income
at the time of exercise.

            (c)  DISPOSITION  OF  SHARES.  In the case of a  Nonstatutory  Stock
Option,  if  Shares  are held  for more  than one  year,  any gain  realized  on
disposition of the Shares will be treated as long-term  capital gain for federal
and California income tax purposes. In the case of an Incentive Stock Option, if
Shares transferred  pursuant to the Option are held for more than one year after
exercise  and are  disposed of at least two years  after the Date of Grant,  any
gain  realized on  disposition  of the Shares will also be treated as  long-term
capital gain for federal and California income tax purposes. In either case, the
long-term  capital  gain will be taxed for  federal  income tax and  alternative
minimum tax  purposes at a maximum  rate of 20% if the Shares are held more than
one year after exercise. If Shares purchased under an Incentive Stock Option are
disposed of within one year after exercise or within two years after the Date of
Grant,  any gain realized on such  disposition  will be treated as  compensation
income  (taxable  at  ordinary  income  rates) to the  extent of the  difference
between the  Exercise  Price and the lesser of (i) the Fair Market  Value of the
Shares on the date of exercise, or (ii) the sale price of the Shares.

            (d) NOTICE OF  DISQUALIFYING  DISPOSITION OF INCENTIVE  STOCK OPTION
SHARES.  If the Option granted to Optionee  herein is an Incentive Stock Option,
and if  Optionee  sells or  otherwise  disposes  of any of the  Shares  acquired
pursuant to the  Incentive  Stock  Option on or before the later of (i) the date
two years  after the Date of Grant,  or (ii) the date one year after the date of
exercise,  Optionee  shall  immediately  notify  the  Company in writing of such
disposition.  Optionee  acknowledges and agrees that he or she may be subject to
income tax withholding by the Company on the compensation  income  recognized by
Optionee  from the early  disposition  by payment in cash or out of the  current
earnings paid to Optionee.

      11. WITHHOLDING TAX OBLIGATIONS.

            (a) GENERAL WITHHOLDING OBLIGATIONS.  As a condition to the exercise
of Option  granted  hereunder,  Optionee  shall  make such  arrangements  as the
Administrator may require for the satisfaction of any federal,  state,  local or
foreign  withholding  tax  obligations  that may  arise in  connection  with the
exercise, receipt or vesting of the Option. The Company shall not be required to
issue any Shares under the Plan until such  obligations are satisfied.  Optionee
understands  that, upon exercising a Nonstatutory  Stock Option,  he or she will
recognize  income for tax  purposes in an amount equal to the excess of the then
Fair  Market  Value of the Shares  over the  Exercise  Price.  If Optionee is an
employee, the Company will be required to withhold from Optionee's compensation,
or collect from Optionee and pay to the applicable taxing  authorities an amount
equal to a percentage of this compensation income. Additionally, Optionee may at

                                       4
<PAGE>

some point be required to satisfy tax  withholding  obligations  with respect to
the  disqualifying  disposition  of an Incentive  Stock Option.  Optionee  shall
satisfy his or her tax withholding  obligation arising upon the exercise of this
Option by one or some combination of the following methods: (i) by cash or check
payment, (ii) out of Optionee's current compensation,  (iii) if permitted by the
Administrator,  in its  discretion,  by surrendering to the Company Shares which
(A) in the case of Shares previously acquired from the Company,  have been owned
by Optionee  for more than six months on the date of  surrender,  and (B) have a
Fair  Market  Value  determined  as of the  applicable  Tax Date (as  defined in
Section 11(c) below) on the date of surrender equal to the amount required to be
withheld, or (iv) by electing to have the Company withhold from the Shares to be
issued upon  exercise of the  Option,  or the Shares to be issued in  connection
with the Stock  Purchase  Right,  if any,  that  number of Shares  having a Fair
Market  Value  determined  as of the  applicable  Tax Date  equal to the  amount
required to be withheld.

            (b) STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX OBLIGATIONS. In the
event the  Administrator  allows  Optionee to satisfy his or her tax withholding
obligations as provided in Section  11(a)(iii) or (iv) above,  such satisfaction
must comply with the  requirements  of this Section  (11)(b) and all  applicable
laws.  All  elections  by  Optionee  to have  Shares  withheld  to  satisfy  tax
withholding  obligations  shall be made in writing in a form  acceptable  to the
Administrator and shall be subject to the following restrictions:

                  (i) the  election  must be made on or prior to the  applicable
Tax Date (as defined in Section 11(c) below);

                  (ii) once made,  the election  shall be  irrevocable as to the
particular Shares of the Option as to which the election is made; and

                  (iii)  all  elections  shall  be  subject  to the  consent  or
disapproval of the Administrator.

                  In the event the  election to have Shares  withheld is made by
Optionee  and the Tax Date is deferred  under  Section 83 of the Code because no
election is filed under  Section 83(b) of the Code,  Optionee  shall receive the
full number of Shares with respect to which the Option is exercised but Optionee
shall be  unconditionally  obligated  to tender  back to the  Company the proper
number of Shares on the Tax Date.

            (c)  DEFINITIONS.  For  purposes of this Section 11, the Fair Market
Value of the  Shares to be  withheld  shall be  determined  on the date that the
amount of tax to be withheld is to be determined  under the Applicable Laws (the
"Tax Date").

      12.  MARKET  STANDOFF  AGREEMENT.  In connection  with the initial  public
offering  of the  Company's  securities  and upon  request of the Company or the
underwriters  managing such underwritten  offering of the Company's  securities,
Optionee agrees not to sell, make any short sale of, loan,  grant any option for
the purchase of, or otherwise  dispose of any  securities of the Company  (other
than those included in the  registration)  without the prior written  consent of
the  Company or such  underwriters,  as the case may be, for such period of time
(not to exceed 180 days) from the effective date of such  registration as may be
requested  by the  Company  or such  managing  underwriters  and to  execute  an
agreement  reflecting the foregoing as may be requested by the  underwriters  at
the time of the Company's initial public offering.


                            [Signature Page Follows]

                                       5

<PAGE>


         This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
document.

                                  WORLD WASTE TECHNOLOGIES, INC.



                                  By:
                                     -------------------------------------------
                                       Name:
                                       Title:


      OPTIONEE  ACKNOWLEDGES  AND AGREES THAT THE VESTING OF SHARES  PURSUANT TO
THE OPTION HEREOF IS EARNED ONLY BY CONTINUING  CONSULTANCY OR EMPLOYMENT AT THE
WILL OF THE COMPANY  (NOT  THROUGH THE ACT OF BEING  HIRED,  BEING  GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT  NOTHING  IN THIS  AGREEMENT,  NOR IN THE  COMPANY'S  STOCK  PLAN  WHICH IS
INCORPORATED  HEREIN BY  REFERENCE,  SHALL  CONFER UPON  OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION  OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY,  NOR SHALL
IT  INTERFERE  IN ANY WAY  WITH  OPTIONEE'S  RIGHT  OR THE  COMPANY'S  RIGHT  TO
TERMINATE  OPTIONEE'S  EMPLOYMENT OR  CONSULTANCY  AT ANY TIME,  WITH OR WITHOUT
CAUSE.

      Optionee acknowledges receipt of a copy of the Plan and represents that he
or she is familiar with the terms and  provisions  thereof,  and hereby  accepts
this Option  subject to all of the terms and  provisions  thereof.  Optionee has
reviewed the Plan and this Option in their  entirety,  has had an opportunity to
obtain  the  advice  of  counsel  prior  to  executing  this  Option  and  fully
understands  all provisions of the Option.  Optionee  hereby agrees to accept as
binding,   conclusive  and  final  all  decisions  or   interpretations  of  the
Administrator upon any questions arising under the Plan or this Option.




Dated:
         -----------------   ---------------------------------------------------
                             [GRANTEE'S NAME]




<PAGE>

                                    EXHIBIT A

                         WORLD WASTE TECHNOLOGIES, INC.

                                 2004 STOCK PLAN
          EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT


      This Agreement ("Agreement") is made as of ______________,  by and between
World Waste Technologies,  Inc., a California  corporation (the "Company"),  and
____________  ("Purchaser").  To the extent any  capitalized  terms used in this
Agreement are not defined,  they shall have the meaning  ascribed to them in the
2004 STOCK PLAN.

      1.  EXERCISE  OF  OPTION.  Subject  to the  terms and  conditions  hereof,
Purchaser hereby elects to exercise his or her option to purchase <<NoofShares>>
shares of the Common Stock (the  "Shares") of the Company  under and pursuant to
the Company's 2004 STOCK PLAN (the "Plan") and the Stock Option  Agreement dated
____________ (the "Option Agreement"). Of these Shares, Purchaser has elected to
purchase  ____________  of those Shares which have become  vested as of the date
hereof under the Vesting  Schedule set forth in the Notice of Stock Option Grant
(the "Vested  Shares") and  ____________  Shares which have not yet vested under
such Vesting Schedule (the "Unvested Shares"). The purchase price for the Shares
shall be $____________ per Share for a total purchase price of $_______________,
which  amount shall be paid for by a check in the amount of  $____________.  The
term "Shares"  refers to the  purchased  Shares and all  securities  received in
replacement  of the  Shares or as stock  dividends  or  splits,  all  securities
received  in   replacement  of  the  Shares  in  a   recapitalization,   merger,
reorganization,  exchange or the like,  and all new,  substituted  or additional
securities  or other  properties  to which  Purchaser  is  entitled by reason of
Purchaser's ownership of the Shares.

      2. TIME AND PLACE OF  EXERCISE.  The purchase and sale of the Shares under
this Agreement shall occur at the principal office of the Company simultaneously
with the  execution  and  delivery  of this  Agreement  in  accordance  with the
provisions of Section 2(b) of the Option  Agreement.  On such date,  the Company
will deliver to Purchaser a certificate  representing the Shares to be purchased
by Purchaser (which shall be issued in Purchaser's  name) against payment of the
purchase  price  therefor by Purchaser by (a) check made payable to the Company,
(b)  cancellation of  indebtedness of the Company to Purchaser,  (c) delivery of
shares of the Common  Stock of the Company in  accordance  with Section 3 of the
Option Agreement, or (d) a combination of the foregoing.

      3.  LIMITATIONS  ON  TRANSFER.  In  addition  to any other  limitation  on
transfer  created by applicable  securities  laws,  Purchaser  shall not assign,
encumber or dispose of any  interest in the Shares  while the Shares are subject
to the Company's  Repurchase  Option (as defined  below).  After any Shares have
been released from such Repurchase Option,  Purchaser shall not assign, encumber
or  dispose  of any  interest  in such  Shares  except  in  compliance  with the
provisions below and applicable securities laws.

                                      A-1
<PAGE>

            (a) Repurchase Option.

                  (i) In the event of the voluntary or  involuntary  termination
of Purchaser's  employment or consulting  relationship  with the Company for any
reason (including death or disability), with or without cause, the Company shall
upon the date of such termination (the "Termination  Date") have an irrevocable,
exclusive  option (the  "Repurchase  Option")  for a period of 90 days from such
date to repurchase  all or any portion of the Shares held by Purchaser as of the
Termination Date which have not yet been released from the Company's  Repurchase
Option at the original purchase price per Share specified in Section 1 (adjusted
for any stock splits, stock dividends and the like).

                  (ii) Unless the Company notifies Purchaser within 90 days from
the date of  termination of  Purchaser's  employment or consulting  relationship
that it does not intend to exercise its  Repurchase  Option with respect to some
or all of the  Shares,  the  Repurchase  Option  shall be  deemed  automatically
exercised by the Company as of the 90th day following such termination, provided
that the Company  may notify  Purchaser  that it is  exercising  its  Repurchase
Option as of a date  prior to such  90th  day.  Unless  Purchaser  is  otherwise
notified by the Company pursuant to the preceding sentence that the Company does
not intend to exercise its Repurchase  Option as to some or all of the Shares to
which it applies at the time of  termination,  execution  of this  Agreement  by
Purchaser  constitutes written notice to Purchaser of the Company's intention to
exercise  its  Repurchase  Option  with  respect  to all  Shares  to which  such
Repurchase Option applies.  The Company,  at its choice, may satisfy its payment
obligation  to Purchaser  with respect to exercise of the  Repurchase  Option by
either (A)  delivering a check to Purchaser in the amount of the purchase  price
for the Shares being  repurchased,  or (B) in the event Purchaser is indebted to
the  Company,  canceling  an amount of such  indebtedness  equal to the purchase
price for the Shares being  repurchased,  or (C) by a combination of (A) and (B)
so that the  combined  payment  and  cancellation  of  indebtedness  equals such
purchase price. In the event of any deemed automatic  exercise of the Repurchase
Option  pursuant to this Section  3(a)(ii) in which Purchaser is indebted to the
Company,  such  indebtedness  equal to the  purchase  price of the Shares  being
repurchased shall be deemed automatically  canceled as of the 90th day following
termination  of  Purchaser's  employment or consulting  relationship  unless the
Company  otherwise  satisfies  its  payment  obligations.  As a  result  of  any
repurchase of Shares pursuant to this Section 3(a), the Company shall become the
legal and beneficial  owner of the Shares being  repurchased  and shall have all
rights and interest therein or related  thereto,  and the Company shall have the
right to transfer to its own name the number of Shares being  repurchased by the
Company, without further action by Purchaser.

                  (iii) One hundred percent (100%) of the Shares shall initially
be subject to the Repurchase  Option. The Unvested Shares shall be released from
the Repurchase  Option in accordance with the Vesting  Schedule set forth in the
Notice of Stock Option Grant until all Shares are released  from the  Repurchase
Option. Fractional shares shall be rounded to the nearest whole share.

            (b) RIGHT OF FIRST  REFUSAL.  Before any Shares held by Purchaser or
any transferee of Purchaser  (either being  sometimes  referred to herein as the
"Holder") may be sold or otherwise  transferred  (including  transfer by gift or
operation of law),  the Company or its  assignee(s)  shall have a right of first
refusal to  purchase  the Shares on the terms and  conditions  set forth in this
Section 3(b) (the "Right of First Refusal").

                                      A-2
<PAGE>

                  (i)  NOTICE OF  PROPOSED  TRANSFER.  The  Holder of the Shares
shall deliver to the Company a written  notice (the "Notice")  stating:  (i) the
Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the
name of each proposed  purchaser or other  transferee  ("Proposed  Transferee");
(iii) the number of Shares to be  transferred to each Proposed  Transferee;  and
(iv) the terms and  conditions  of each  proposed  sale or transfer.  The Holder
shall offer the Shares at the same price (the "Offered Price") and upon the same
terms (or  terms as  similar  as  reasonably  possible)  to the  Company  or its
assignee(s).

                  (ii) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within 30
days after receipt of the Notice,  the Company  and/or its  assignee(s)  may, by
giving  written  notice to the Holder,  elect to purchase all, but not less than
all, of the Shares proposed to be transferred to any one or more of the Proposed
Transferees,  at the purchase  price  determined in accordance  with  subsection
(iii) below.

                  (iii) PURCHASE PRICE.  The purchase price  ("Purchase  Price")
for the Shares  purchased by the Company or its  assignee(s)  under this Section
3(b) shall be the Offered  Price.  If the Offered Price  includes  consideration
other than cash, the cash equivalent value of the non-cash  consideration  shall
be determined by the Board of Directors of the Company in good faith.

                  (iv) PAYMENT.  Payment of the Purchase Price shall be made, at
the  option  of  the  Company  or  its  assignee(s),  in  cash  (by  check),  by
cancellation of all or a portion of any  outstanding  indebtedness of the Holder
to the Company (or, in the case of repurchase by an assignee,  to the assignee),
or by any  combination  thereof within 30 days after receipt of the Notice or in
the manner and at the times set forth in the Notice.

                  (v) HOLDER'S RIGHT TO TRANSFER.  If all of the Shares proposed
in the Notice to be transferred to a given Proposed Transferee are not purchased
by the Company and/or its assignee(s) as provided in this Section 3(b), then the
Holder may sell or otherwise transfer such Shares to that Proposed Transferee at
the  Offered  Price or at a  higher  price,  provided  that  such  sale or other
transfer is consummated within 60 days after the date of the Notice and provided
further that any such sale or other transfer is effected in accordance  with any
applicable  securities laws and the Proposed  Transferee  agrees in writing that
the  provisions  of this Section 3 shall  continue to apply to the Shares in the
hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred  to the Proposed  Transferee  within such  period,  or if the Holder
proposes to change the price or other terms to make them more  favorable  to the
Proposed Transferee, a new Notice shall be given to the Company, and the Company
and/or its assignees  shall again be offered the Right of First  Refusal  before
any Shares held by the Holder may be sold or otherwise transferred.

                  (vi) EXCEPTION FOR CERTAIN FAMILY  TRANSFERS.  Anything to the
contrary contained in this Section 3(b) notwithstanding,  the transfer of any or
all of the Shares during Purchaser's lifetime or on Purchaser's death by will or
intestacy to Purchaser's  Immediate Family (as defined below) or a trust for the
benefit of Purchaser's  Immediate  Family shall be exempt from the provisions of
this Section 3(b).  "Immediate Family" as used herein shall mean spouse,  lineal
descendant or antecedent,  father,  mother, brother or sister. In such case, the
transferee or other  recipient  shall receive and hold the Shares so transferred
subject  to the  provisions  of this  Section,  and  there  shall be no  further
transfer of such Shares except in accordance with the terms of this Section 3.

                                      A-3

<PAGE>

            (c) INVOLUNTARY TRANSFER.

                  (i) COMPANY'S RIGHT TO PURCHASE UPON INVOLUNTARY  TRANSFER. In
the event,  at any time after the date of this  Agreement,  of any  transfer  by
operation of law or other involuntary  transfer (including divorce or death, but
excluding, in the event of death, a transfer to Immediate Family as set forth in
Section  3(b)(vi)  above) of all or a portion of the Shares by the record holder
thereof,  the  Company  shall  have the  right  to  purchase  all of the  Shares
transferred at the greater of the purchase  price paid by Purchaser  pursuant to
this  Agreement  or the Fair Market Value of the Shares on the date of transfer.
Upon such a transfer,  the person acquiring the Shares shall promptly notify the
Secretary  of the Company of such  transfer.  The right to purchase  such Shares
shall be provided to the  Company for a period of 30 days  following  receipt by
the Company of written notice by the person acquiring the Shares.

                  (ii) PRICE FOR INVOLUNTARY TRANSFER. With respect to any stock
to be transferred  pursuant to Section  3(c)(i),  the price per Share shall be a
price set by the Board of Directors of the Company that will reflect the current
value of the stock in terms of  present  earnings  and future  prospects  of the
Company.  The Company shall notify Purchaser or his or her executor of the price
so  determined  within 30 days  after  receipt  by it of  written  notice of the
transfer or proposed  transfer of Shares.  However,  if the  Purchaser  does not
agree with the valuation as determined by the Board of Directors of the Company,
the  Purchaser  shall  be  entitled  to  have  the  valuation  determined  by an
independent  appraiser  to be  mutually  agreed  upon  by the  Company  and  the
Purchaser  and  whose  fees  shall  be  borne  equally  by the  Company  and the
Purchaser.

            (d) ASSIGNMENT. The right of the Company to purchase any part of the
Shares may be assigned in whole or in part to any shareholder or shareholders of
the Company or other persons or organizations.

            (e) RESTRICTIONS  BINDING ON TRANSFEREES.  All transferees of Shares
or any interest therein will receive and hold such Shares or interest subject to
the  provisions  of  this  Agreement,  including,  insofar  as  applicable,  the
Repurchase  Option.  In the event of any purchase by the Company hereunder where
the  Shares  or  interest  are held by a  transferee,  the  transferee  shall be
obligated,  if requested  by the Company,  to transfer the Shares or interest to
the  Purchaser for  consideration  equal to the amount to be paid by the Company
hereunder. In the event the Repurchase Option is deemed exercised by the Company
pursuant to Section 3(a)(ii) hereof, the Company may deem any transferee to have
transferred  the Shares or interest to Purchaser  prior to their purchase by the
Company,  and payment of the  purchase  price by the Company to such  transferee
shall be deemed to satisfy  Purchaser's  obligation to pay such  transferee  for
such Shares or interest,  and also to satisfy the  Company's  obligation  to pay
Purchaser for such Shares or interest.  Any sale or transfer of the Shares shall
be void unless the provisions of this Agreement are satisfied.

                                      A-4
<PAGE>

            (f)  TERMINATION  OF  RIGHTS.  The  Right of First  Refusal  and the
Company's right to repurchase the Shares in the event of an involuntary transfer
pursuant to Section 3(c) above shall  terminate upon the listing of Common Stock
of the Company on a national exchange.

            (g) MARKET STANDOFF AGREEMENT. In connection with the initial public
offering  of the  Company's  securities  and upon  request of the Company or the
underwriters  managing such underwritten  offering of the Company's  securities,
Purchaser agrees not to sell, make any short sale of, loan, grant any option for
the purchase of, or otherwise  dispose of any  securities of the Company  (other
than those included in the  registration)  without the prior written  consent of
the  Company or such  underwriters,  as the case may be, for such period of time
(not to exceed 180 days) from the effective date of such  registration as may be
requested  by the  Company  or such  managing  underwriters  and to  execute  an
agreement  reflecting the foregoing as may be requested by the  underwriters  at
the time of the Company's initial public offering.

      4. ESCROW OF UNVESTED SHARES. For purposes of facilitating the enforcement
of the provisions of Section 3 above, Purchaser agrees, immediately upon receipt
of the  certificate(s)  for the Shares  subject  to the  Repurchase  Option,  to
deliver  such   certificate(s),   together  with  an  Assignment  Separate  from
Certificate  in the form attached to this  Agreement as Attachment A executed by
Purchaser and by Purchaser's spouse (if required for transfer), in blank, to the
Secretary  of  the  Company,   or  the  Secretary's   designee,   to  hold  such
certificate(s)  and Assignment  Separate from  Certificate in escrow and to take
all such actions and to effectuate all such transfers  and/or releases as are in
accordance with the terms of this Agreement.  Purchaser hereby acknowledges that
the Secretary of the Company,  or the Secretary's  designee,  is so appointed as
the escrow holder with the  foregoing  authorities  as a material  inducement to
make this Agreement and that said appointment is coupled with an interest and is
accordingly  irrevocable.  Purchaser agrees that said escrow holder shall not be
liable to any party hereof (or to any other  party).  The escrow holder may rely
upon any letter, notice or other document executed by any signature purported to
be genuine and may resign at any time. Purchaser agrees that if the Secretary of
the Company, or the Secretary's designee, resigns as escrow holder for any or no
reason,  the Board of Directors of the Company shall have the power to appoint a
successor to serve as escrow holder pursuant to the terms of this Agreement.

      5.  INVESTMENT  AND  TAXATION  REPRESENTATIONS.  In  connection  with  the
purchase of the Shares, Purchaser represents to the Company the following:

            (a)  Purchaser  is  aware  of the  Company's  business  affairs  and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares. Purchaser is
purchasing  the Shares for  investment  for his or her own account  only and not
with a view to, or for resale in connection  with,  any  "distribution"  thereof
within the meaning of the  Securities  Act.  Purchaser does not have any present
intention to transfer the Shares to any other person or entity.

            (b) Purchaser  understands  that the Shares have not been registered
under the  Securities  Act by reason of a specific  exemption  therefrom,  which
exemption depends upon, among other things,  the bona fide nature of Purchaser's
investment intent as expressed herein.

                                      A-5
<PAGE>

            (c)   Purchaser   understands   that  the  Shares  are   "restricted
securities"  under  applicable U.S.  federal and state securities laws and that,
pursuant to these laws,  Purchaser must hold the Shares indefinitely unless they
are  registered  with the  Securities  and Exchange  Commission and qualified by
state  authorities,  or an exemption from such  registration  and  qualification
requirements  is  available.  Purchaser  acknowledges  that the  Company  has no
obligation  to  register or qualify  the Shares for  resale.  Purchaser  further
acknowledges  that  if  an  exemption  from  registration  or  qualification  is
available,  it may be conditioned  on various  requirements  including,  but not
limited to, the time and manner of sale, the holding period for the Shares,  and
requirements  relating  to the  Company  which are  outside  of the  Purchaser's
control,  and which the  Company is under no  obligation  and may not be able to
satisfy.

            (d) Purchaser  understands  that  Purchaser  may suffer  adverse tax
consequences  as a result of Purchaser's  purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted any tax consultants  Purchaser
deems advisable in connection with the purchase or disposition of the Shares and
that Purchaser is not relying on the Company for any tax advice.

      6. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

            (a) LEGENDS. The certificate or certificates representing the Shares
shall bear the following  legends (as well as any legends required by applicable
state and federal corporate and securities laws):

                  (i) THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AND  HAVE  BEEN  ACQUIRED  FOR
INVESTMENT  AND  NOT  WITH A  VIEW  TO,  OR IN  CONNECTION  WITH,  THE  SALE  OR
DISTRIBUTION  THEREOF.  NO SUCH SALE OR DISTRIBUTION  MAY BE EFFECTED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A
FORM  SATISFACTORY  TO THE COMPANY THAT SUCH  REGISTRATION IS NOT REQUIRED UNDER
THE SECURITIES ACT OF 1933.

                  (ii)  THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  MAY  BE
TRANSFERRED  ONLY IN  ACCORDANCE  WITH THE  TERMS OF AN  AGREEMENT  BETWEEN  THE
COMPANY AND THE  SHAREHOLDER,  A COPY OF WHICH IS ON FILE WITH THE  SECRETARY OF
THE COMPANY.

            (b) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to ensure
compliance  with the  restrictions  referred  to herein,  the  Company may issue
appropriate  "stop  transfer"  instructions  to its transfer  agent, if any, and
that,  if the Company  transfers  its own  securities,  it may make  appropriate
notations to the same effect in its own records.

            (c) REFUSAL TO  TRANSFER.  The Company  shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the  provisions of this  Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay  dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

                                      A-6
<PAGE>

            (d)  REMOVAL  OF  LEGEND.  When  all of the  following  events  have
occurred,  the Shares  then held by  Purchaser  will no longer be subject to the
legend  referred to in Section  6(a)(ii):  (i) the  termination  of the Right of
First  Refusal;  (ii) the  expiration  or  termination  of the  market  standoff
provisions  of Section 3(g) (and of any  agreement  entered  pursuant to Section
3(g));  and (iii) the expiration or exercise in full of the  Repurchase  Option.
After such time, and upon Purchaser's request, a new certificate or certificates
representing  the  Shares not  repurchased  shall be issued  without  the legend
referred to in Section 6(a)(ii), and delivered to Purchaser.

      7. NO EMPLOYMENT  RIGHTS.  Nothing in this  Agreement  shall affect in any
manner  whatsoever the right or power of the Company,  or a Parent or Subsidiary
of the Company, to terminate Purchaser's employment or consulting  relationship,
for any reason, with or without cause.

      8. SECTION 83(B) ELECTION. Purchaser understands that Section 83(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income
for a Nonstatutory Stock Option and as alternative minimum taxable income for an
Incentive Stock Option the difference between the amount paid for the Shares and
the Fair  Market  Value of the  Shares  as of the date any  restrictions  on the
Shares lapse. In this context,  "restriction"  means the right of the Company to
buy back the Shares pursuant to the Repurchase  Option set forth in Section 3(a)
of this Agreement. Purchaser understands that Purchaser may elect to be taxed at
the time the Shares are purchased, rather than when and as the Repurchase Option
expires,  by filing an election under Section 83(b) (an "83(b) Election") of the
Code with the Internal Revenue Service within 30 days from the date of purchase.
Even if the Fair Market Value of the Shares at the time of the execution of this
Agreement  equals the amount paid for the Shares,  the election  must be made to
avoid income and  alternative  minimum tax treatment  under Section 83(a) in the
future.  Purchaser understands that failure to file such an election in a timely
manner may result in adverse tax consequences for Purchaser.  Purchaser  further
understands  that an additional  copy of such election form should be filed with
his or her federal  income tax return for the calendar year in which the date of
this  Agreement  falls.  Purchaser  acknowledges  that the  foregoing  is only a
summary of the effect of United States federal  income  taxation with respect to
purchase of the Shares hereunder, and does not purport to be complete. Purchaser
further acknowledges that the Company has directed Purchaser to seek independent
advice  regarding the applicable  provisions of the Code, the income tax laws of
any  municipality,  state or foreign country in which Purchaser may reside,  and
the tax consequences of Purchaser's death.

      Purchaser  agrees  that he or she will  execute and deliver to the Company
with this  executed  Agreement a copy of the  Acknowledgment  and  Statement  of
Decision Regarding Section 83(b) Election (the "Acknowledgment") attached hereto
as Attachment B. Purchaser further agrees that he or she will execute and submit
with  the  Acknowledgment  a copy  of the  83(b)  Election  attached  hereto  as
Attachment  C (for tax  purposes  in  connection  with the early  exercise of an
option) if Purchaser has indicated in the  Acknowledgment his or her decision to
make such an election.

                                      A-7
<PAGE>

      9. MISCELLANEOUS.

            (a)  GOVERNING  LAW. This  Agreement  and all acts and  transactions
pursuant  hereto and the rights and  obligations  of the parties hereto shall be
governed,  construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.

            (b) ENTIRE  AGREEMENT;  ENFORCEMENT  OF RIGHTS.  This Agreement sets
forth the entire  agreement  and  understanding  of the parties  relating to the
subject  matter  herein  and  merges  all prior  discussions  between  them.  No
modification  of or  amendment to this  Agreement,  nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement.  The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such party.

            (c)  SEVERABILITY.  If one or more  provisions of this Agreement are
held to be unenforceable  under applicable law, the parties agree to renegotiate
such  provision  in good  faith.  In the event that the parties  cannot  reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision  shall be  excluded  from  this  Agreement,  (ii) the  balance  of the
Agreement  shall be  interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.

            (d)  CONSTRUCTION.  This  Agreement  is the  result of  negotiations
between and has been reviewed by each of the parties hereto and their respective
counsel, if any;  accordingly,  this Agreement shall be deemed to be the product
of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.

            (e) NOTICES.  Any notice  required or  permitted  by this  Agreement
shall be in writing and shall be deemed sufficient when delivered  personally or
sent by telegram or fax or 48 hours after being  deposited in the U.S.  mail, as
certified or registered mail, with postage  prepaid,  and addressed to the party
to be notified  at such  party's  address as set forth below or as  subsequently
modified by written notice.

            (f)  COUNTERPARTS.  This  Agreement  may be  executed in two or more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one instrument.

            (g)  SUCCESSORS  AND  ASSIGNS.  The  rights  and  benefits  of  this
Agreement  shall inure to the benefit of, and be  enforceable  by the  Company's
successors  and assigns.  The rights and  obligations  of  Purchaser  under this
Agreement may only be assigned with the prior written consent of the Company.

                                      A-8
<PAGE>

            (h) CALIFORNIA  CORPORATE SECURITIES LAW. THE SALE OF THE SECURITIES
WHICH  ARE THE  SUBJECT  OF THIS  AGREEMENT  HAS NOT  BEEN  QUALIFIED  WITH  THE
COMMISSIONER  OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE  CONSIDERATION  THEREFOR
PRIOR TO THE QUALIFICATION IS UNLAWFUL,  UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM   QUALIFICATION  BY  SECTION  25100,  25102  OR  25105  OF  THE  CALIFORNIA
CORPORATIONS  CODE.  THE RIGHTS OF ALL PARTIES TO THIS  AGREEMENT  ARE EXPRESSLY
CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

                            [Signature Page Follows]



<PAGE>


         The parties have executed this Agreement as of the date first set forth
above.

                              COMPANY:

                              WORLD WASTE TECHNOLOGIES, INC.



                              By:
                              --------------------------------------------------
                              Name:
                              Title:

                              Address:     13520 Evening Creek Drive North
                                           San Diego, CA 92128


                              PURCHASER:

                              <<OPTIONEE>>



                              --------------------------------------------------
                              Signature


                              --------------------------------------------------
                              Print Name

                              <<Address1>>
                              <<Address2>>



<PAGE>


                                  ATTACHMENT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


      FOR VALUE RECEIVED and pursuant to that certain Early Exercise  Notice and
Restricted Stock Purchase  Agreement  between the undersigned  ("Purchaser") and
World Waste Technologies, Inc. (the "Company") dated _______________,  ____ (the
"Agreement"),  Purchaser  hereby sells,  assigns and transfers  unto the Company
_________________________________  (________)  shares of the Common Stock of the
Company,  standing  in  Purchaser's  name  on  the  books  of  the  Company  and
represented by Certificate No. ____, and does hereby irrevocably  constitute and
appoint  ________________________________________________ to transfer said stock
on the books of the Company  with full power of  substitution  in the  premises.
THIS  ASSIGNMENT  MAY  ONLY BE  USED  AS  AUTHORIZED  BY THE  AGREEMENT  AND THE
ATTACHMENTS THERETO.

Dated: ______________________



                              Signature:




                              --------------------------------------------------
                              <<Optionee>>


Instruction: Please do not fill in any blanks other than the signature line. The
purpose of this assignment is to enable the Company to exercise its Repurchase
Option set forth in the Agreement without requiring additional signatures on the
part of Purchaser.


                                     A-A-1

<PAGE>



                                  ATTACHMENT B

                    ACKNOWLEDGMENT AND STATEMENT OF DECISION
                        REGARDING SECTION 83(b) ELECTION


      The  undersigned  (which  term  includes  the  undersigned's   spouse),  a
purchaser of  ___________  shares of Common  Stock of World Waste  Technologies,
Inc., a California  corporation  (the  "Company")  by exercise of an option (the
"Option") granted pursuant to the Company's 2004 STOCK PLAN (the "Plan"), hereby
states as follows:

      1. The undersigned  acknowledges receipt of a copy of the Plan relating to
the offering of such shares. The undersigned has carefully reviewed the Plan and
the option agreement pursuant to which the Option was granted.

      2. The undersigned either [check and complete as applicable]:

         (a) ____   has   consulted,   and  has  been  fully   advised  by,  the
                    undersigned's           own           tax           advisor,
                    _____________________________________,     whose    business
                    address  is  ______________________________,  regarding  the
                    federal,  state  and local tax  consequences  of  purchasing
                    shares  under  the  Plan,  and  particularly  regarding  the
                    advisability of making  elections  pursuant to Section 83(b)
                    of the  Internal  Revenue  Code of  1986,  as  amended  (the
                    "Code") and pursuant to the  corresponding provisions, if
                    any, of applicable state law; or

         (b) ____   has knowingly chosen not to consult such a tax advisor.

3. The undersigned hereby states that the undersigned has decided [check as
applicable]:

         (a) ____   to make an election  pursuant to Section  83(b) of the Code,
                    and  is  submitting  to  the  Company,   together  with  the
                    undersigned's  executed Early Exercise Notice and Restricted
                    Stock   Purchase   Agreement,   an  executed  form  entitled
                    "Election  Under Section 83(b) of the Internal  Revenue Code
                    of 1986;" or

         (b) ____   not to make an  election  pursuant  to Section  83(b) of the
                    Code.

4. Neither the Company nor any subsidiary or representative of the Company has
made any warranty or representation to the undersigned with respect to the tax
consequences of the undersigned's purchase of shares under the Plan or of the
making or failure to make an election pursuant to Section 83(b) of the Code or
the corresponding provisions, if any, of applicable state law.

Date:
    --------------------------------         -----------------------------------
                                             <<Optionee>>

                                     A-B-1

<PAGE>

                                  ATTACHMENT C

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

      The undersigned  taxpayer hereby elects,  pursuant to Section 83(b) of the
Internal  Revenue  Code, to include in  taxpayer's  gross income or  alternative
minimum taxable income, as applicable,  for the current taxable year, the amount
of any income  that may be taxable to  taxpayer in  connection  with  taxpayer's
receipt of the property described below:

      1. The name, address,  taxpayer  identification number and taxable year of
the undersigned are as follows:

            NAME OF TAXPAYER: <<Optionee>>

            ADDRESS: <<Address1>>

                     <<Address2>>

            IDENTIFICATION NO. OF TAXPAYER: _______________

            TAXABLE YEAR: __________

      2. The property with respect to which the election is made is described as
follows:

            <<NoofShares>>   shares  of  the   Common   Stock  of  World   Waste
            Technologies, Inc., a California corporation (the "Company").

      3. The date on which the property was transferred is: _______________

      4. The property is subject to the following restrictions:

            Repurchase  option at cost in favor of the Company upon  termination
            of taxpayer's employment or consulting relationship.

      5. The fair  market  value at the  time of  transfer,  determined  without
regard to any restriction other than a restriction which by its terms will never
lapse, of such property is: $<<TotalExercisePrice>>

The amount (if any) paid for such property: $<<TotalExercisePrice>>

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.

Dated:
       -----------------------------         ----------------------------------
                                             <<Optionee>>


                                     A-C-1

<PAGE>

                               RECEIPT AND CONSENT


      The undersigned hereby acknowledges  receipt of a photocopy of Certificate
No.   ______  for   <<NoofShares>>   shares  of  Common  Stock  of  World  Waste
Technologies, Inc. (the "Company").

      The undersigned further acknowledges that the Secretary of the Company, or
his or her designee,  is acting as escrow holder  pursuant to the Early Exercise
Notice and Restricted Stock Purchase Agreement  Purchaser has previously entered
into with the Company. As escrow holder, the Secretary of the Company, or his or
her designee, holds the original of the aforementioned certificate issued in the
undersigned's name.

Dated:
      ------------------------------         -----------------------------------
                                             <<Optionee>>

<PAGE>

                                    EXHIBIT B

                         WORLD WASTE TECHNOLOGIES, INC.

                                 2004 STOCK PLAN
             EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT


      This Agreement ("Agreement") is made as of ______________,  by and between
World Waste Technologies,  Inc., a California  corporation (the "Company"),  and
____________  ("Purchaser").  To the extent any  capitalized  terms used in this
Agreement are not defined,  they shall have the meaning  ascribed to them in the
2004 STOCK PLAN.

            1. EXERCISE OF OPTION.  Subject to the terms and conditions  hereof,
Purchaser  hereby  elects to exercise  his or her option to purchase  __________
shares of the Common Stock (the  "Shares") of the Company  under and pursuant to
the Company's 2004 STOCK PLAN (the "Plan") and the Stock Option  Agreement dated
______________,  (the "Option  Agreement").  The  purchase  price for the Shares
shall  be   $<<ExercisePrice>>   per  Share  for  a  total   purchase  price  of
$_______________.  The term  "Shares"  refers to the  purchased  Shares  and all
securities  received  in  replacement  of the  Shares or as stock  dividends  or
splits,   all   securities   received  in   replacement   of  the  Shares  in  a
recapitalization,  merger,  reorganization,  exchange or the like,  and all new,
substituted or additional  securities or other  properties to which Purchaser is
entitled by reason of Purchaser's ownership of the Shares.

      2. TIME AND PLACE OF  EXERCISE.  The purchase and sale of the Shares under
this Agreement shall occur at the principal office of the Company simultaneously
with the  execution  and  delivery  of this  Agreement  in  accordance  with the
provisions of Section 2(b) of the Option  Agreement.  On such date,  the Company
will deliver to Purchaser a certificate  representing the Shares to be purchased
by Purchaser (which shall be issued in Purchaser's  name) against payment of the
purchase  price  therefor by Purchaser by (a) check made payable to the Company,
(b)  cancellation of  indebtedness of the Company to Purchaser,  (c) delivery of
shares of the Common  Stock of the Company in  accordance  with Section 3 of the
Option Agreement, or (d) a combination of the foregoing.

      3.  LIMITATIONS  ON  TRANSFER.  In  addition  to any other  limitation  on
transfer  created by applicable  securities  laws,  Purchaser  shall not assign,
encumber or dispose of any interest in the Shares except in compliance  with the
provisions below and applicable securities laws.

            (a) RIGHT OF FIRST  REFUSAL.  Before any Shares held by Purchaser or
any transferee of Purchaser  (either being  sometimes  referred to herein as the
"Holder") may be sold or otherwise  transferred  (including  transfer by gift or
operation of law),  the Company or its  assignee(s)  shall have a right of first
refusal to  purchase  the Shares on the terms and  conditions  set forth in this
Section 3(a) (the "Right of First Refusal").

                  (i)  NOTICE OF  PROPOSED  TRANSFER.  The  Holder of the Shares
shall deliver to the Company a written  notice (the "Notice")  stating:  (i) the
Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the
name of each proposed  purchaser or other  transferee  ("Proposed  Transferee");
(iii) the number of Shares to be  transferred to each Proposed  Transferee;  and

                                      B-1
<PAGE>

(iv) the terms and  conditions  of each  proposed  sale or transfer.  The Holder
shall offer the Shares at the same price (the "Offered Price") and upon the same
terms (or  terms as  similar  as  reasonably  possible)  to the  Company  or its
assignee(s).

                  (ii) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within 30
days after receipt of the Notice,  the Company  and/or its  assignee(s)  may, by
giving  written  notice to the Holder,  elect to purchase all, but not less than
all, of the Shares proposed to be transferred to any one or more of the Proposed
Transferees,  at the purchase  price  determined in accordance  with  subsection
(iii) below.

                  (iii) PURCHASE PRICE.  The purchase price  ("Purchase  Price")
for the Shares  purchased by the Company or its  assignee(s)  under this Section
3(a) shall be the Offered  Price.  If the Offered Price  includes  consideration
other than cash, the cash equivalent value of the non-cash  consideration  shall
be determined by the Board of Directors of the Company in good faith.

                  (iv) PAYMENT.  Payment of the Purchase Price shall be made, at
the  option  of  the  Company  or  its  assignee(s),  in  cash  (by  check),  by
cancellation of all or a portion of any  outstanding  indebtedness of the Holder
to the Company (or, in the case of repurchase by an assignee,  to the assignee),
or by any  combination  thereof within 30 days after receipt of the Notice or in
the manner and at the times set forth in the Notice.

                  (v) HOLDER'S RIGHT TO TRANSFER.  If all of the Shares proposed
in the Notice to be transferred to a given Proposed Transferee are not purchased
by the Company and/or its assignee(s) as provided in this Section 3(a), then the
Holder may sell or otherwise transfer such Shares to that Proposed Transferee at
the  Offered  Price or at a  higher  price,  provided  that  such  sale or other
transfer is consummated within 60 days after the date of the Notice and provided
further that any such sale or other transfer is effected in accordance  with any
applicable  securities laws and the Proposed  Transferee  agrees in writing that
the  provisions  of this Section 3 shall  continue to apply to the Shares in the
hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred  to the Proposed  Transferee  within such  period,  or if the Holder
proposes to change the price or other terms to make them more  favorable  to the
Proposed Transferee, a new Notice shall be given to the Company, and the Company
and/or its assignees  shall again be offered the Right of First  Refusal  before
any Shares held by the Holder may be sold or otherwise transferred.

                  (vi) EXCEPTION FOR CERTAIN FAMILY  TRANSFERS.  Anything to the
contrary contained in this Section 3(a) notwithstanding,  the transfer of any or
all of the Shares during Purchaser's lifetime or on Purchaser's death by will or
intestacy to Purchaser's  Immediate Family (as defined below) or a trust for the
benefit of Purchaser's  Immediate  Family shall be exempt from the provisions of
this Section 3(a).  "Immediate Family" as used herein shall mean spouse,  lineal
descendant or antecedent,  father,  mother, brother or sister. In such case, the
transferee or other  recipient  shall receive and hold the Shares so transferred
subject  to the  provisions  of this  Section,  and  there  shall be no  further
transfer of such Shares except in accordance with the terms of this Section 3.

                                      B-2
<PAGE>

            (b) INVOLUNTARY TRANSFER.

                  (i) COMPANY'S RIGHT TO PURCHASE UPON INVOLUNTARY  TRANSFER. In
the event,  at any time after the date of this  Agreement,  of any  transfer  by
operation of law or other involuntary  transfer (including divorce or death, but
excluding, in the event of death, a transfer to Immediate Family as set forth in
Section  3(a)(vi)  above) of all or a portion of the Shares by the record holder
thereof,  the  Company  shall  have the  right  to  purchase  all of the  Shares
transferred at the greater of the purchase  price paid by Purchaser  pursuant to
this  Agreement  or the Fair Market Value of the Shares on the date of transfer.
Upon such a transfer,  the person acquiring the Shares shall promptly notify the
Secretary  of the Company of such  transfer.  The right to purchase  such Shares
shall be provided to the  Company for a period of 30 days  following  receipt by
the Company of written notice by the person acquiring the Shares.

                  (ii) PRICE FOR INVOLUNTARY TRANSFER. With respect to any stock
to be transferred  pursuant to Section  3(b)(i),  the price per Share shall be a
price set by the Board of Directors of the Company that will reflect the current
value of the stock in terms of  present  earnings  and future  prospects  of the
Company.  The Company shall notify Purchaser or his or her executor of the price
so  determined  within 30 days  after  receipt  by it of  written  notice of the
transfer or proposed  transfer of Shares.  However,  if the  Purchaser  does not
agree with the valuation as determined by the Board of Directors of the Company,
the  Purchaser  shall  be  entitled  to  have  the  valuation  determined  by an
independent  appraiser  to be  mutually  agreed  upon  by the  Company  and  the
Purchaser  and  whose  fees  shall  be  borne  equally  by the  Company  and the
Purchaser.

            (c) ASSIGNMENT. The right of the Company to purchase any part of the
Shares may be assigned in whole or in part to any shareholder or shareholders of
the Company or other persons or organizations.

            (d) RESTRICTIONS  BINDING ON TRANSFEREES.  All transferees of Shares
or any interest therein will receive and hold such Shares or interest subject to
the  provisions of this  Agreement.  Any sale or transfer of the Shares shall be
void unless the provisions of this Agreement are satisfied.

            (e)  TERMINATION  OF  RIGHTS.  The  Right of First  Refusal  and the
Company's right to repurchase the Shares in the event of an involuntary transfer
pursuant to Section 3(b) above shall  terminate upon the listing of Common Stock
of the Company on a national exchange.

            (f) MARKET STANDOFF AGREEMENT. In connection with the initial public
offering  of the  Company's  securities  and upon  request of the Company or the
underwriters  managing such underwritten  offering of the Company's  securities,
Purchaser agrees not to sell, make any short sale of, loan, grant any option for
the purchase of, or otherwise  dispose of any  securities of the Company  (other
than those included in the  registration)  without the prior written  consent of
the  Company or such  underwriters,  as the case may be, for such period of time
(not to exceed 180 days) from the effective date of such  registration as may be
requested  by the  Company  or such  managing  underwriters  and to  execute  an
agreement  reflecting the foregoing as may be requested by the  underwriters  at
the time of the Company's initial public offering.

                                      B-3
<PAGE>

      4.  INVESTMENT  AND  TAXATION  REPRESENTATIONS.  In  connection  with  the
purchase of the Shares, Purchaser represents to the Company the following:

            (a)  Purchaser  is  aware  of the  Company's  business  affairs  and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares. Purchaser is
purchasing  the Shares for  investment  for his or her own account  only and not
with a view to, or for resale in connection  with,  any  "distribution"  thereof
within the meaning of the Securities Act.

            (b) Purchaser  understands  that the Shares have not been registered
under the  Securities  Act by reason of a specific  exemption  therefrom,  which
exemption depends upon, among other things,  the bona fide nature of Purchaser's
investment intent as expressed herein.

            (c)   Purchaser   understands   that  the  Shares  are   "restricted
securities"  under  applicable U.S.  federal and state securities laws and that,
pursuant to these laws,  Purchaser must hold the Shares indefinitely unless they
are  registered  with the  Securities  and Exchange  Commission and qualified by
state  authorities,  or an exemption from such  registration  and  qualification
requirements  is  available.  Purchaser  acknowledges  that the  Company  has no
obligation  to  register or qualify  the Shares for  resale.  Purchaser  further
acknowledges  that  if  an  exemption  from  registration  or  qualification  is
available,  it may be conditioned  on various  requirements  including,  but not
limited to, the time and manner of sale, the holding period for the Shares,  and
requirements  relating  to the  Company  which are  outside  of the  Purchaser's
control,  and which the  Company is under no  obligation  and may not be able to
satisfy.

            (d) Purchaser  understands  that  Purchaser  may suffer  adverse tax
consequences  as a result of Purchaser's  purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted any tax consultants  Purchaser
deems advisable in connection with the purchase or disposition of the Shares and
that Purchaser is not relying on the Company for any tax advice.

      5. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

            (a) LEGENDS. The certificate or certificates representing the Shares
shall bear the following  legends (as well as any legends required by applicable
state and federal corporate and securities laws):

                  (i) THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AND  HAVE  BEEN  ACQUIRED  FOR
INVESTMENT  AND  NOT  WITH A  VIEW  TO,  OR IN  CONNECTION  WITH,  THE  SALE  OR
DISTRIBUTION  THEREOF.  NO SUCH SALE OR DISTRIBUTION  MAY BE EFFECTED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A
FORM  SATISFACTORY  TO THE COMPANY THAT SUCH  REGISTRATION IS NOT REQUIRED UNDER
THE SECURITIES ACT OF 1933.

                  (ii)  THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  MAY  BE
TRANSFERRED  ONLY IN  ACCORDANCE  WITH THE  TERMS OF AN  AGREEMENT  BETWEEN  THE
COMPANY AND THE  SHAREHOLDER,  A COPY OF WHICH IS ON FILE WITH THE  SECRETARY OF
THE COMPANY.

                                      B-4
<PAGE>

            (b) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to ensure
compliance  with the  restrictions  referred  to herein,  the  Company may issue
appropriate  "stop  transfer"  instructions  to its transfer  agent, if any, and
that,  if the Company  transfers  its own  securities,  it may make  appropriate
notations to the same effect in its own records.

            (c) REFUSAL TO  TRANSFER.  The Company  shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the  provisions of this  Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay  dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

            (d)  REMOVAL  OF  LEGEND.  When  all of the  following  events  have
occurred,  the Shares  then held by  Purchaser  will no longer be subject to the
legend  referred to in Section  5(a)(ii):  (i) the  termination  of the Right of
First Refusal;  and (ii) the  expiration or  termination of the market  standoff
provisions  of Section 3(f) (and of any  agreement  entered  pursuant to Section
3(f)).  After such time,  and upon  Purchaser's  request,  a new  certificate or
certificates representing the Shares not repurchased shall be issued without the
legend referred to in Section 5(a)(ii), and delivered to Purchaser.

      6. NO EMPLOYMENT  RIGHTS.  Nothing in this  Agreement  shall affect in any
manner  whatsoever the right or power of the Company,  or a Parent or Subsidiary
of the Company, to terminate Purchaser's employment or consulting  relationship,
for any reason, with or without cause.

      7. MISCELLANEOUS.

            (a)  GOVERNING  LAW. This  Agreement  and all acts and  transactions
pursuant  hereto and the rights and  obligations  of the parties hereto shall be
governed,  construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.

            (b) ENTIRE  AGREEMENT;  ENFORCEMENT  OF RIGHTS.  This Agreement sets
forth the entire  agreement  and  understanding  of the parties  relating to the
subject  matter  herein  and  merges  all prior  discussions  between  them.  No
modification  of or  amendment to this  Agreement,  nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement.  The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such party.

            (c)  SEVERABILITY.  If one or more  provisions of this Agreement are
held to be unenforceable  under applicable law, the parties agree to renegotiate
such  provision  in good  faith.  In the event that the parties  cannot  reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision  shall be  excluded  from  this  Agreement,  (ii) the  balance  of the
Agreement  shall be  interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.

            (d)  CONSTRUCTION.  This  Agreement  is the  result of  negotiations
between and has been reviewed by each of the parties hereto and their respective
counsel, if any;  accordingly,  this Agreement shall be deemed to be the product
of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.


                                      B-5
<PAGE>

            (e) NOTICES.  Any notice  required or  permitted  by this  Agreement
shall be in writing and shall be deemed sufficient when delivered  personally or
sent by telegram or fax or 48 hours after being  deposited in the U.S.  mail, as
certified or registered mail, with postage  prepaid,  and addressed to the party
to be notified  at such  party's  address as set forth below or as  subsequently
modified by written notice.

            (f)  COUNTERPARTS.  This  Agreement  may be  executed in two or more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one instrument.

            (g)  SUCCESSORS  AND  ASSIGNS.  The  rights  and  benefits  of  this
Agreement  shall inure to the benefit of, and be  enforceable  by the  Company's
successors  and assigns.  The rights and  obligations  of  Purchaser  under this
Agreement may only be assigned with the prior written consent of the Company.

            (h) CALIFORNIA  CORPORATE SECURITIES LAW. THE SALE OF THE SECURITIES
WHICH  ARE THE  SUBJECT  OF THIS  AGREEMENT  HAS NOT  BEEN  QUALIFIED  WITH  THE
COMMISSIONER  OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE  CONSIDERATION  THEREFOR
PRIOR TO THE QUALIFICATION IS UNLAWFUL,  UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM   QUALIFICATION  BY  SECTION  25100,  25102  OR  25105  OF  THE  CALIFORNIA
CORPORATIONS  CODE.  THE RIGHTS OF ALL PARTIES TO THIS  AGREEMENT  ARE EXPRESSLY
CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

                            [Signature Page Follows]



<PAGE>


      The parties have  executed  this  Agreement as of the date first set forth
above.

                              COMPANY:

                              WORLD WASTE TECHNOLOGIES, INC.



                              By:
                              --------------------------------------------------
                                 Name:
                                 Title:

                                 Address:     13520 Evening Creek Drive North
                                              San Diego, CA 92128


                               PURCHASER:

                              <<OPTIONEE>>




                              --------------------------------------------------
                              Signature


                              --------------------------------------------------
                              Print Name

                              <<Address1>>
                              <<Address2>>


                                      B-7

<PAGE>

                                     RECEIPT


      World Waste Technologies, Inc. (the "Company") hereby acknowledges receipt
of (check as applicable):

          _____     A check in the amount of $__________

          _____     The   cancellation   of   indebtedness   in  the  amount  of
                    $__________

          _____     Certificate  No.  ____  representing  ______  shares  of the
                    Company's   Common   Stock  with  a  fair  market  value  of
                    $__________

given  by  ____________  as   consideration   for  Certificate  No.  ______  for
___________ shares of Common Stock of the Company.


Dated:
      -----------------------------



                                    WORLD WASTE TECHNOLOGIES, INC.



                                    By:
                                    --------------------------------------------
                                       Name:
                                       Title: