**Exhibit
      10.2**


**FUNDING** **AGREEMENT**





THIS
      FUNDING AGREEMENT (this " Agreement "),
      is
      executed as of February 6, 2006, by and between Itec Environmental Group, Inc.,
      a Delaware corporation (the " Company "),
      and
      Itec Capital Group, LLC, a Washington limited liability company (" ICG ").




WHEREAS,
      the Company wishes to sell and ICG wishes to invest on behalf of its members
      $1.0 million in connection with acquiring certain securities of the Company,
      with the rights provided and under the terms set forth herein; and




WHEREAS,
      ICG is willing to provide such additional investment on terms and conditions
      as
      set forth herein.




NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Company and ICG, intending
      to
      be legally bound, agree as follows:




ARTICLE
      1


DEFINITIONS




1.1  Defined
      terms .
      Certain
      capitalized terms used in this Agreement shall have the specific meanings
      defined below:




“ Business
      Day ”
shall
      mean a day other than a Saturday, Sunday, or other day on which commercial
      banks
      are authorized or required by law to close.




“ Closing
      Date ”
shall
      mean the date upon which the Investment (as defined below) is received by the
      Company.




" Encumbrance "
      means
      any lien, charge, security interest, mortgage, deed of trust, pledge or other
      encumbrance of any nature whatsoever.




“ Interest
      Rate ”
shall
      mean ten percent (10%) per annum.




“ Proprietary
      Rights ”
means
      all patents, trademarks, service marks, copyrights, trade names and all
      registrations and applications and renewals for any of the foregoing and all
      goodwill associated therewith.




ARTICLE
      2


THE
      INVESTMENT




2.1  Investment .
      According to the terms and subject to the conditions of this Agreement, ICG
      shall invest on behalf of its members an amount of One Million Dollars
      ($1,000,000.00) (the “ Investment ”) under
      the
      terms of the KW
      Securities Financing pursuant to the Company’s 2006 Private Placement
      Memorandum (the
“ PPM ”)
      with
      an option to invest up to an additional Eight Million Dollars ($8,000,000)
      (the
“ Additional
      Investment ”) .
      The
      Investment shall be evidenced by one or more convertible promissory notes (each
      a “ Note ”),
      duly
      executed on behalf of the Company and dated as of the date that funds are
      received by the Company. In connection with the Investment, the Company agrees
      and undertakes to do as follows:




1


(a)  issue
      Note(s) and Warrants (as defined below), and otherwise be responsible and
      liable, for the full amount of the Investment or Additional Investment but
      shall
      receive actual funds equal to ninety-two percent (92%) of the Investment and
      the
      Additional Investment (if applicable).




(b)  issue
      to
      ICG, (i) a warrant for that number of shares equal to eight percent (8%) of
      the
      securities, exclusing any Note(s), issued pursuant to the Investment (the
“Investment Warrant”); (ii) a warrant for that number of shares equal to eight
      percent (8%) of the securities issued pursuant to the Additional Investment
      (the
“Additional Investment Warrant”); and (iii) that number of shares equal to eight
      percent (8%) of the securities issued in connection with the conversion of
      the
      Note(s) into equity (the “Conversion Warrant”).




(c)  provide
      ICG with a cash payment equal to three percent (3%) of any cash received by
      the
      Company in connection with any future financing and a warrant equal to three
      percent (3%) of that number of securities issued by the Company pursuant to
      such
      future financing, for a one (1) year period from the date of this Agreement.




2.2  Interest .




(a)  Interest
      Rate .
      The
      Note(s) shall bear interest (“ Interest ”)
      from
      the date of issuance until the Maturity Date at the Interest Rate (calculated
      on
      the basis of the actual number of days elapsed over a year of 360 days).
      Interest is payable by the Company on a monthly basis in arrears on the first
      Business Day of the month.




(b)  Default
      Interest .
      Upon
      the occurrence of an Event of Default and for so long as such Event of Default
      continues, Interest shall accrue on the outstanding Note amount at the rate
      per
      annum equal to the lower of eighteen percent (18%) or the maximum rate of
      interest permissible under applicable law at any time (the “ Default
      Interest Rate ”).
      The
      term “ Interest ”
shall
      include both the interest rate described in Section 2.2(a) and the Default
      Interest Rate, if applicable.




2.3  Maturity
      Date .
      Unless
      the Note(s) are earlier accelerated pursuant to the terms hereof or converted
      pursuant to the provisions of Section 4.1 hereof, the Note(s) and all accrued
      Interest thereon shall be due and payable in full on the date that is one (1)
      year following the date the Company receives the funds represented by the Note
      (the “ Maturity
      Date ”).
      ICG
      may, at ICG's option, extend the Maturity Date on such terms and conditions
      as
      determined by ICG in their sole discretion.




2.4  Conditions
      Precedent to the Investment .
      The
      obligation of ICG to make the Investment pursuant to Section 2.1 shall be
      subject to the satisfaction, on or before the applicable Closing Date, of the
      conditions set forth in this Section. If the conditions set forth in this
      Section are not met on or prior to the applicable Closing Date, ICG shall have
      no obligation to fund the amount of the Investment required on the applicable
      Closing Date.




2


(a)  The
      Company shall have duly executed and delivered to ICG the Note representing
      the
      Investment in the amount funded on the applicable Closing Date.




(b)  The
      Company shall have duly authorized, executed, and delivered to ICG a security
      agreement (the “ Security
      Agreement ”)
      to
      secure the repayment of the Investment and granting ICG a continuing security
      interest in all presently existing and hereafter acquired assets and property
      of
      the Company of whatever nature and wherever located which such Security Interest
      shall be senior to all other security interests or Encumbrances against the
      assets and property of the Company other than Senior Debt (as hereafter
      defined). Except as set forth above, ICG’s security interest shall be senior to
      any other indebtedness of the Company, whether now existing or created or
      incurred in the future. “ Senior
      Debt ”
shall
      mean all indebtedness for all principal,
      fees, expenses, interest, penalties, post-bankruptcy petition interest, and
      all
      other amounts payable for money borrowed from banking or other financial
      institutions or governmental lending facilities that is not convertible into
      equity securities of the Company, including, but not limited to the $2,000,000
      loan from the California Integrated Waste Management Board (the “ CIWMB
      Loan ”)
      and
      the remaining amount due and owing the Elevation Fund, LLC (the “Elevation
      Fund”).




ARTICLE
      3


REPRESENTATIONS,
      WARRANTIES AND COVENANTS




3.1  Organization,
      qualification and Authority .
      The
      Company is a corporation duly organized and validly existing under the laws
      of
      the State of Delaware, and is in good standing and duly qualified to do business
      as a foreign corporation in all jurisdictions where the operation of its
      business or the ownership of its properties make such qualification necessary.
      The Company has the requisite corporate power and authority to own, lease and
      operate its facilities and assets as presently owned, leased and operated,
      and
      to carry on its respective business as it is now being conducted. The Company
      has the requisite or individual right, power and authority to execute, deliver
      and carry out the terms of this Agreement and all documents and agreements
      contemplated hereby or necessary to give effect to the provisions of this
      Agreement and to consummate the transactions contemplated hereunder and
      thereunder. The execution, delivery and consummation of this Agreement, and
      all
      other agreements and documents executed in connection herewith by the Company,
      have been duly authorized by all necessary action on the part of the Company.
      No
      other action, consent or approval on the part of the Company or any other person
      or entity, is necessary to authorize the Company's due and valid execution,
      delivery and consummation of this Agreement and all other agreements and
      documents executed in connection hereto. This Agreement and all other agreements
      and documents executed in connection herewith by the Company, upon due execution
      and delivery thereof, shall constitute the valid and binding obligations of
      the
      Company, enforceable in accordance with its terms, except as enforcement may
      be
      limited by bankruptcy, insolvency, reorganization or similar laws affecting
      creditors' rights generally and by general principles of equity.




3.2  Compliance
      with Laws .
      The
      nature and transaction of the Company's business and operations and the use
      of
      its properties and assets do not, and during the term of this Agreement shall
      not, violate or conflict with in any material respect any applicable law,
      statute, ordinance, rule, regulation or order of any kind or
      nature.




3


3.3  Absence
      of Conflicts .
      The
      execution, delivery and performance by the Company of this Agreement and all
      other agreements and documents executed in connection herewith by the Company,
      and the transactions contemplated hereby, do not constitute a breach or default,
      or require consents under, any agreement, permit, contract or other instrument
      to which the Company is a party, or by which the Company is bound or to which
      any of the assets of the Company is subject, or any judgment, order, writ,
      decree, authorization, license, rule, regulation, or statute to which the
      Company is subject, and will not result in the creation of any lien upon any
      of
      the assets of the Company.




3.4  Litigation
      and Taxes . There is no
      litigation or governmental proceeding pending, or to the best knowledge of
      the
      Company after due inquiry, threatened, against the Company other than as
      disclosed in the Company SEC Reports (as defined below). The Company has duly
      filed all applicable income or other tax returns and has paid all material
      income or other taxes when due. There is no controversy or objection pending,
      or
      to the best knowledge of the Company after due inquiry, threatened in respect
      of
      any tax returns of the Company.




3.5  Intellectual
      Property .
      No
      proceedings have been instituted or are pending or, to the Company’s knowledge,
      threatened which challenge the validity of the ownership by the Company of
      any
      Proprietary Rights of the Company. The Company has not licensed anyone to use
      any such Proprietary Rights and, to the Company’s knowledge, there has been no
      use or infringement of any of such Proprietary Rights by any other
      person.




3.6  Company's
      SEC Reports .
      The
      Company is current in regards to all filings with the Securities and Exchange
      Commission (the “ SEC ”)
      of all
      forms, reports, definitive proxy statements, schedules and registration
      statements (the “ Company
      SEC Reports ”)
      required to be filed by it with the SEC pursuant to the Securities Act of 1933,
      as amended (the “ Securities
      Act ”),
      and
      the Securities Exchange Act of 1934, as amended (the “ Exchange
      Act ”),
      and
      the respective rules and regulations of the SEC thereunder. As of their
      respective filing dates or, if amended prior to the date hereof, as of the
      date
      of the last amendment, none of the Company SEC Reports contained any untrue
      statement of a material fact or omitted to state any material fact required
      to
      be stated therein or necessary to make the statements made therein, in the
      light
      of the circumstances under which they were made, not misleading. The Company
      SEC
      Reports (including, without limitation, any financial statements and schedules
      included therein) when filed or, if amended prior to the date hereof, as of
      the
      date of the last amendment, complied in all material respects with the
      applicable requirements of the Securities Act and the Exchange Act, and the
      respective rules and regulations of the SEC thereunder.




3.7  No
      Omissions or Misstatements .
      None of
      the information included in this Agreement, other documents or information
      furnished to ICG by the Company, or any of its representations, contains any
      untrue statement of a material fact or is misleading in any material respect
      or
      omits to state any material fact. Copies of all documents referred to in herein
      have been delivered or made available to ICG and constitute true and complete
      copies thereof and include all amendments, schedules, appendices, supplements
      or
      modifications thereto or waivers thereunder.




3.8  Other
      Indebtedness .
      On and
      as of the date hereof and on and as of each Closing Date, the Company does
      not
      and will not have any outstanding Senior Debt other than the CIWMB Loan and
      the
      amount due and owning the Elevation Fund. For so long as the Note(s) (or any
      note issued upon transfer of the Note(s), in whole or in part) remains
      outstanding, the Company shall not incur, create or enter into any agreement
      to
      incur or create indebtedness ranking on a parity or *parri
      passu* with the
      Note(s) (“ Parity
      Debt ”),
      other
      than the investors participating in the current financing under the Company’s
      2006 Private Placement Memorandum and certain other ICG investors, identified
      in Schedule
      A to the
      Security Agreement, as defined below, without the prior written consent of
      ICG,
      which consent shall not be unreasonably withheld.




4


3.9  ICG
      Board Representation .
      Effective at the Closing of the Investment, the Company shall appoint a
      representative of ICG (the “ ICG
      Representative ”)
      to the
      Company’s Board of Directors. For so long as (i) the Note(s) (or any note issued
      upon transfer of the Note(s), in whole or in part) remains outstanding, or
      if
      later (ii) one year from the Maturity Date, the Company shall nominate ICG
      Representative for election to the Board at any and all times that the
      stockholders of the Company take action (whether by meeting or written consent)
      to elect members of the Board of Directors and shall use best efforts to secure
      ICG Representative election to the Board.




3.10  Right
      of Participation. ICG
      shall have the right in the event the Company proposes to offer equity
      securities (the “ New
      Securities ”)
      to any
      person or company to purchase any New Securities. ICG shall have the right
      to
      invest with current investors participating in the KW Securities Financing
      pursuant to the Company’s 2006 Private Placement Memorandum (the “ PPM ”),
      to
      collectively subscribe to, in the aggregate, fifty percent (50%) of the New
      Securities. The Company grants ICG this right for three (3) years. For purposes
      of this section, “New Securities” shall mean any capital stock of the Company
      whether now authorized or not, and rights options or warrants to purchase such
      capital stock, and securities of any type whatsoever that are, or may become,
      convertible into capital stock; provided that the term “New Securities” does not
      include (i) securities purchased under any common stock purchase agreements;
      (ii) securities issued upon any conversions; (iii) securities issued pursuant
      to
      the acquisition of another business entity or business segment of any such
      entity by the Company by merger, purchase of substantially all the assets or
      other reorganization whereby the Company will own more than fifty percent (50%)
      of the voting power of such business entity or business segment of any such
      entity; (iv) securities issued in connection with any borrowings, direct or
      indirect, from financial institutions or other persons by the Company, whether
      or not presently authorized, including any type of loan or payment evidenced
      by
      any type of debt instrument; (v) securities issued to employees, consultants,
      officers, directors or advisors of the Company pursuant to any stock option,
      stock purchase or stock bonus plan, agreement or arrangement approved by the
      Board of Directors; (vi) securities issued in connection obtaining lease
      financing, whether issued to a ICG, lessor, guarantor or other person and
      approved by the Board of Directors; (vii) securities issued to leasing
      companies, landlords, ICG and other providers of goods and services to the
      Company and approved by the Board of Directors; (viii) securities issued in
      a
      pubic offering pursuant to a registration under the Securities Act; (ix)
      securities issued in connection with any stock split, stock dividend or
      recapitalization of the Company; (x) securities issued in connection with
      strategic transactions involving the Company and other entities, including,
      (A)
      joint ventures, manufacturing, marketing or distribution arrangements or (B)
      technology license, transfer or development arrangements; provided that such
      strategic transactions and the issuance of shares therein, have been approved
      by
      the Company’s Board of Directors; and (xi) any right, option or warrant to
      acquire any security convertible into the securities excluded from the
      definition of New Securities pursuant to subsections (i) through (x)
      above.




5


ARTICLE
      4


CONVERSION




4.1  Conversion
      Right. ICG in
      its sole discretion may convert, via written notice to the Company, the full
      amount of the principal plus any interest payable under the Note(s) and the
      Funding Agreement into shares of common stock of the Company at a conversion
      price of $0.0975 per share (the “ Conversion
      Right ”).
      All
      conversion and exercise prices in this Funding Agreement shall be subject to
      appropriate adjustment in the case of stock splits, stock dividends,
      recapitalizations and the like.




ARTICLE
      5


DEFAULT




5.1  Events
      of Default .
      The
      occurrence of any of the following events (each an “ Event
      of Default ”),
      not
      cured in the applicable cure period, if any, shall constitute an Event of
      Default of the Company:




(a)  a
      breach
      of any representation, warranty, covenant or other provision of this Agreement
      or the Note(s), which, if capable of being cured, is not cured within ten days
      following notice thereof to the Company;




(b)  the
      failure to make when due any payment described in this Agreement or the Note(s),
      whether on or after the Maturity Date, by acceleration or otherwise;




(c)  the
      failure to make when due any payment on any Senior Debt or Parity Debt, whether
      on or after the maturity date, by acceleration or otherwise;




(d)  The
      removal of ICG Representative from the Company’s Board of Directors or the
      failure of ICG Representative to continue to serve on the Board of Directors
      of
      the Company for any reason other than his death or voluntary resignation;
      and




(e)  (i)
      the
      application for the appointment of a receiver or custodian for the Company
      or
      the property of the Company, (ii) the entry of an order for relief or the filing
      of a petition by or against the Company under the provisions of any bankruptcy
      or insolvency law, (iii) any assignment for the benefit of creditors by or
      against the Company, or (iv) the Company becomes insolvent.




5.2  Effect
      of Default .
      Upon
      the occurrence of any Event of Default that is not cured within any applicable
      cure period, ICG may elect, by written notice delivered to the Company, to
      take
      any or all of the following actions: (i) declare the outstanding amounts under
      the Note(s) to be forthwith due and payable, whereupon the entire unpaid Amount,
      together with accrued and unpaid Interest thereon (including the Default
      Interest Rate), and all other cash obligations hereunder, shall become forthwith
      due and payable, without presentment, demand, protest or any other notice of
      any
      kind, all of which are hereby expressly waived by the Company, anything
      contained herein or in any of the Note(s) to the contrary notwithstanding,
      and
      (ii) exercise any and all other remedies provided hereunder or available at
      law
      or in equity upon the occurrence and continuation of an Event of Default.




6


ARTICLE
      6


ISSUANCE
      OF SECURITIES




6.1  Issuance
      of Shares and Warrants .
      As set
      forth in Section 2.1, the Company shall issue to ICG (i) a warrant for that
      number of shares equal to eight percent (8%) of the securities issued pursuant
      to the Investment (the “Investment Warrant”); and (ii) a warrant for that number
      of shares equal to eight percent (8%) of the securities issued pursuant to
      the
      Additional Investment (the “Additional Investment Warrant”), in the form
      attached hereto as Exhibit
      A (the
“ Warrant ”).
      The
      Warrant shall be immediately exercisable by ICG (or its assigns) on the Closing
      Date and at an exercise price of Six Cents ($0.06) per share. The Warrant shall
      be exercisable for a period of four (4) years following the Closing Date. The
      number of shares purchasable upon Exercise of the Warrant and the exercise
      price
      thereof shall be subject to appropriate adjustment in the case of stock splits,
      stock dividends, recapitalizations and will contain antidilution protection
      identical to those contained in the Note(s). Further, upon conversion of the
      Note(s) from debt to equity the Company shall issue to ICG that number of shares
      equal to eight percent (8%) of the securities issued in connection with the
      conversion of the Note(s) into equity (the “Conversion Shares”)




6.2  Registration
      of Registrable Securities . W ithin
      twelve (12) months after the Closing Date ,
      the
      Company, at its expense, shall have registered pursuant to one or more effective
      registration statements filed with the SEC under the
      Securities Act the
      resale by ICG or any successor thereto any and all Company shares issued or
      issuable (x) pursuant to the Conversion Right or otherwise with respect to
      the
      Investment and (y) upon exercise or conversion of the Warrants and the
      Conversion Warrant (collectively, the “ Registrable
      Securities ”),
      and
      the Company agrees to maintain the effectiveness
      and currency
      of each such
      registration statement, including any related prospectus until the earlier
      to
      occur of (i) the resale of the Registrable Securities by ICG or any successor
      thereto in the manner contemplated by such registration statement or (ii) such
      time as all of the Registrable Securities may be sold by ICG or any successor
      thereto pursuant to Rule 144(k) under the Securities Act (or any successor
      provision thereto); and the Company shall take all such further action
      (including, without limitation, any registration of such shares under applicable
      state securities laws and the
      listing of such shares on any and all trading markets or stock exchanges as
      the
      Company’s Common Shares may trade from time to time )
      as
      shall permit the resale of such shares, or any portion thereof, as aforesaid.
      The Company agrees to amend such registration statements from time to time
      upon
      request of ICG to reflect any successors of ICG’s rights hereunder. The Company
      shall from time to time furnish to ICG or any successor thereto sufficient
      copies of any such prospectus, and any supplements thereto, so as to permit
      the
      resale of such Registrable Securities, or any portion thereof, in the manner
      prescribed by ICG or any successor thereto. I f,
      at any
      time prior to twelve (12) months after the Closing Date, the Company files
      a
      registration statement with the SEC for the purpose of registering the sale
      of
      its equity securities under the Securities Act (other than on Form S-4 or Form
      S-8), the Company agrees to include the registration of the resale of the
      Registrable Securities in such registration statement and the other applicable
      covenants and agreements of the Company set forth in this Section 6.2 shall
      apply to such registration statement.




7


ARTICLE
      7


MISCELLANEOUS




7.1  Successors
      and Assigns; Third Party Beneficiary .
      Subject
      to the exceptions specifically set forth in this Agreement, the terms and
      conditions of this Agreement shall inure to the benefit of and be binding upon
      the respective executors, administrators, heirs, successors and permitted
      assigns of the parties. This Agreement may not be assigned (whether by operation
      of law or otherwise) by the Company without the prior written consent of ICG.
      ICG’s rights under this Agreement and the related agreements of the Company
      contemplated hereby (including the Note(s) and the Security Agreement) may
      be
      assigned, in whole or in part, by ICG without the consent of the
      Company.




7.2  Titles
      and Subtitles .
      The
      titles and subtitles of the Sections of this Agreement are used for convenience
      only and shall not be considered in construing or interpreting this agreement.




7.3  Notices .
      Any
      notice, request or other communication required or permitted hereunder shall
      be
      in writing and shall be delivered personally or by facsimile (receipt confirmed
      electronically) or shall be sent by a reputable express delivery service or
      by
      certified mail, postage prepaid with return receipt requested, addressed as
      follows:







if
      to
      the Company, to :





Itec
      Environmental Group, Inc.


5300
      Claus Road, Box 760


Riverbank,
      CA 95367


Attn:  Gary
      M.
      De Laurentiis


Fax:  (209)
      881-3529





with
      a
      copy to :





The
      Otto
      Law Group, PLLC


601
      Union
      Street, Suite 4500


Seattle,
      WA 98101


Attn:  David
      M.
      Otto


Fax:  (206)
      262-9513





if
      to
      ICG, to :





Itec
      Capital Group, LLC


601
      Union
      Street, Suite 4500


Seattle,
      WA 98101







Either
      party hereto may change the above specified recipient or mailing address by
      notice to the other party given in the manner herein prescribed. All notices
      shall be deemed given on the day when actually delivered as provided above
      (if
      delivered personally or by facsimile, provided that any such facsimile is
      received during regular business hours at the recipient's location) or on the
      day shown on the return receipt (if delivered by mail or delivery
      service).




8


7.4  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the domestic
      laws of the State of California without giving effect to any choice of law
      or
      conflict of law provision or rule (whether of the State of California or any
      other jurisdiction) that would cause the application of the laws of any
      jurisdiction other than the State of California.




7.5  Waiver
      and Amendment .
      Any
      term of this Agreement may be amended, waived or modified with the written
      consent of the Company and ICG.




7.6  Remedies .
      No
      delay or omission by ICG in exercising any of its rights, remedies, powers
      or
      privileges hereunder or at law or in equity and no course of dealing between
      the
      ICG and the undersigned or any other person shall be deemed a waiver by ICG
      of
      any such rights, remedies, powers or privileges, even if such delay or omission
      is continuous or repeated, nor shall any single or partial exercise of any
      right, remedy, power or privilege preclude any other or further exercise thereof
      by ICG or the exercise of any other right, remedy, power or privilege by ICG.
      The rights and remedies of ICG described herein shall be cumulative and not
      restrictive of any other rights or remedies available under any other
      instrument, at law or in equity.




7.7  Expenses .
      The
      Company agrees to reimburse ICG for fees and expenses incurred by ICG in
      connection with the preparation of this Agreement and the transactions
      contemplated hereby, including reasonable attorneys fess, up to a maximum amount
      of Twenty Thousand Dollars ($20,000.00). **** ****




7.8  Enforcement. In
      the
      event an action is instituted to enforce or interpret any of the terms of this
      Agreement including but not limited to any action or participation by ICG in,
      or
      in connection with, a case or proceeding under the Bankruptcy Code or any
      successor statute, the prevailing party shall be entitled to recover all
      expenses reasonably incurred at, before and after trial and on appeal or review,
      whether or not taxable as costs, including, without limitation, attorney fees,
      witness fees (expert and otherwise), deposition costs, copying charges and
      other
      expenses.









[the
      remainder of this page intentionally left blank]




9


IN
      WITNESS WHEREOF, the Company has caused this Funding Agreement to be signed
      in
      its name on the date first set forth above.













ITEC
      ENVIRONMENTAL GROUP, INC.








By:  ________________________


Gary
      M.
      De Laurentiis


Chief
      Executive Officer





10





IN
      WITNESS WHEREOF, the ICG has caused this Funding Agreement to be signed in
      its
      name on the date first set forth above.








ITEC
      CAPITAL GROUP, LLC










By:  ________________________


Name:  David
      M.
      Otto


Title:
      Manager


11


Exhibit
      A





Form
      of Warrant












12