TSG
            leadership
              for
              private equity
            112
                Clifford
                Terrace, San Francisco, California 94117
              t.
                415.682.8603 f.415.682.8967
                www.tsg-llc.com




. **Exhibit
        10.4**
 *TSG-LLC-
        ITEC Environmental*
 *Group
        Inc. Search Agreement*
 
 **Client
        Investigation and Listening** :
        By
        investing time with the leadership and key team members, we are able to embrace
        the vision and gain a complete understanding of the position, organization,
        strategic direction, culture and competitive environment. We encapsulate
        this
        information into the *position
        profile,* a
        working
        document that ensures comprehension on our part and provides a clear concise
        overview to high potential candidates.
 
 **Establish
        the Search Strategy** :
        We
        designate the search team to develop and implement the search strategy: defining
        and targeting high potential source companies and establishing geographic
        concentration.
 
 **Identification
        and Qualification of Potential Candidates** :
        In-depth research in high-potential source companies and market networking
        yield
        a primary candidate pool:
 §
            Preliminary
                candidate assessments vs.*position
                profile* §
            Telephone
                interviews §
            Informal
                referencing §
            Define
                high potential candidates 
 **Progress
        Review:** At
        approximately 30 days from receipt of the initial receipt of the initial
        retainer, we will provide a target list of primary candidates. This progress
        review is designed to ensure that our search criteria are producing candidates
        that meet the expectations of the client, and that we are on track to a
        successful completion of the search.
 
 **Evaluation
        Interviews:** The *Evaluation
        Interview* is
        conducted with high-potential candidates to establish a factual assessment.
        The *EI* process
        identifies an individual’s core traits, characteristics and skills that have
        formed through their experiences.
 
 **Candidate
        Recommendations:** The
        short
        list of high-potential candidates is recommended: we provide a written
        assessment of the select candidates along with the resume.
 
 **Facilitate
        Client Interviews:** Coordinate feedback from the Client interviewers and the Candidates to select
        the primary candidates(s). An optional process is for a TSG-LLC consultant
        to
        facilitate the interviewing process on-site and coordinate feedback and
        assessment of the candidates.
 
 **Reference
        Checks:** In-depth
        referencing includes candidates’ references and market references.
 
 **Offer
        Negotiations:** by
        understanding candidate’s expectations and decision drivers we deliver a win-win
        outcome.
 
 **Follow-Up:** Through
        the start date and within the first quarter of employment we communicate
        with
        candidates to assist in the assimilation process.
 
 
 
 TSG
                leadership
                  for
                  private equity
                112
                    Clifford
                    Terrace, San Francisco, California 94117
                  t.
                    415.682.8603 f.415.682.8967
                    www.tsg-llc.com
 TSG-LLC
        Professional Fees
 
 **Fees:** The
        search fee is estimated from the first-year mid point compensation at 27.5%.
 The
        fee
        is payable I n3 installments of Stock and Warrants based on the following
        formula:
 §
            Total
                Search Fee cash value of $117,000 broken into 3 installments §
            Each
                Retainer has a cash value of $39,000 §
            $39,000/
                $.0975/share = 400,000 shares §
            $39,000
                x 3 Warrants = 117,000 Warrants @ $.06/share 
 **Initial
        Retainer:** 400,000
        Shares and 117,000 Warrants on initiation of the searches
 
 **Progress
        Installment:** 400,000
        Shares and 117,000 Warrants when ITEC Board interviews and approves candidates
 
 **Final
        Installment:** 400,000
        Shares and 117,000 Warrants plus 27.5% of each candidate’s yr 1 vested Equity
        when candidates start
 
 §
            ***Candidate
                Guarantee*****:***TSG-LLC
                guarantees any candidate we place for 1 year from date of employment.
                If a
                candidate is terminated for cause, or resigns during our guarantee
                period,
                we will replace the candidate at no additional cost other than additional
                interview expenses.* 
 **Additional
        Candidate Selection:** Should
        ITEC hire additional TSG-LLC candidate(s) as a result of this search; a separate
        fee will be due for each additional placement. The fee will be 27.5% of annual
        compensation. TSG-LLC’s candidate guarantee will apply.
 
 **Cancellation:** If the
        search is cancelled or placed on hold, the search fees billed for the phase
        we
        have engaged will be considered earned.
 
 **Interview
        Expenses:** Expenses
        incurred by TSG-LLC to conduct candidate interviews are to be reimbursed
        by ITEC
        after completion of the searches. These include: airfare, hotel, interview
        meals, rental car, and video-teleconferencing interview expenses, and will
        be
        capped at $5000/search. Weekly expense updates will be included in progress
        reports and do not include travel expenses of candidates interviewing with
        ITEC.
 
 Search
        Assignment(s)
 
 ***Position***
              ***Target
                  Mid-point First Yr. Salary***
              ***Professional
                  Fee***President/
                  COO
              $225,000
                  Base/ 2-3%
              $62,000/27.5%
                  of yr 1 vested Stock EquityCFO
              $200,000
                  Base/ 1-1.5% Equity
              $55,000/27.5%
                  of yr 1 vested Stock Equity
  This
        document serves as an agreement and confirms the arrangements under which
        TSG-LLC will conduct these searches for ITEC. The intent of this agreement
        is to
        provide ITEC with a professional, fully managed search process.
 
 TSG-LLC
                
                ITEC
                    Environmental Group Inc.Date
                
                Date