EXHIBIT
      10.8

    Restricted
      Stock Agreement

    


    This
      Restricted Stock Agreement (the "Agreement")
      is
      made and entered into as of December
      29, 2006
      (the
      "Effective
      Date")
      by and
      between Itec Environmental Group, Inc., a Delaware corporation (the
      "Company"),
      and
      Rodney S. Rougelot ("Stockholder").

    


    RECITALS

    


    
      	
              A.

            	
              The
                Company’s Board of Directors (the "Board")
                has authorized and approved the issuance of shares of the Company’s common
                stock to Stockholder subject to the restrictions set forth herein
                and
                pursuant to the terms hereof.

            


    

    


    
      	
              B.

            	
              The
                shares provided for in this Agreement are to be issued pursuant to
                and in
                connection with Stockholder’s Employment Agreement with the Company dated
                as of July 31, 2006
                and effective as of December 29, 2006 (the “Employment
                Agreement”).
                Capitalized terms used but not defined herein, have the meanings
                assigned
                to them in the Employment
                Agreement.

            


    

    


    NOW,
      THEREFORE, in consideration of the mutual benefits hereinafter provided, and
      each intending to be legally bound, the Company and Director hereby agree as
      follows:

    


    Definitions. Capitalized
      terms used but not defined in this Agreement shall have the meanings assigned
      to
      them in the Employment Agreement. 

    


    1. Issuance
      of Shares. Subject
      to the restrictions, terms and conditions of this Agreement, the Company hereby
      issues to Stockholder thirty-five million two hundred thousand (35,200,000)
      shares
      (the“Shares")
      of the Company’s common stock (“Common
      Stock”).
      As
      used in this Agreement, the term
      (“Shares”)
      refers to the Shares issued hereunder and includes all securities received
      (i) in replacement of the Shares, (ii) as a result of stock dividends
      or stock splits in respect of the Shares, and (iii) in replacement of the
      Shares in a recapitalization, merger, reorganization or the like.

    


    2. Delivery.

    


    2.1 Deliveries
      by Stockholder.
      Stockholder
      hereby delivers to the Company (i) this Agreement; and (ii) four (4)
      copies of a blank Stock Power and Assignment of Uncertificated Securities in
      the
      form of Exhibit
      1
      attached
      hereto (the“Stock
      Powers”),
      all
      of which are executed by Stockholder (and Stockholder’s spouse or domestic
      partner, if any).

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2.2 Deliveries
      by the Company.
      Upon
      its
      receipt of all of the documents to be executed and delivered by Stockholder
      to
      the Company under Section 2.1, the Company will issue the Shares in the name
      of
      Stockholder on the books and records of the Company and send to Stockholder
      any
      notice required by the Delaware General Corporation Law for the issuance of
      uncertificated shares. At such time as the Shares become Vested Shares (as
      defined below), the Company shall issue certificates representing such
      Shares.

    


    3. Repurchase
      and Vesting.

    


    3.1  Repurchase
      Right for Unvested Shares.
      As
      of the
      Effective Date, all of the Shares are “Unvested
      Shares,”
and
      shall be restricted and subject to repurchase at the Taxable Amount Per Share
      (as
      defined in the Employment Agreement) based
      on
      the following vesting schedule (shares
      that have vested are referred to herein as “Vested
      Shares”):
      (i) the
      number of Shares equal to two percent (2%) of the total number of Common Stock
      Equivalents (as
      defined in the Employment Agreement) outstanding
      on the
      Original Issue Date (as
      defined in the Employment Agreement)
      shall
      vest immediately upon issuance (the “Initially
      Vested Shares”);
      (ii)
      if the Financing (as
      defined in the Employment Agreement) is
      completed prior to the True Up Date (as
      defined in the Employment Agreement),
      then
      that number of Shares (or all of the remaining unvested Shares that Executive
      then holds if such number is less than two percent (2%) of the total number
      of
      Common Stock Equivalents
      outstanding on such date)
      equaling two percent (2%) of the total number of Common Stock
      Equivalents
      outstanding
      on and
      as of the closing date of the Financing shall vest on such date; (iii) the
      number of Shares (or all of the remaining unvested Shares that Executive then
      holds if such number is less than two percent (2%) of the total number of Common
      Stock Equivalents
      outstanding on such date)
      equaling two percent (2%) of the total number of Common Stock
      Equivalents
      outstanding
      on and
      as of the True Up Date shall vest on such date and (iv) any remaining unvested
      Shares as of the True Up Date shall vest ratably on a monthly basis such that
      all of the remaining unvested Shares shall be fully vested
      on the
      second anniversary of the Effective Date (provided that all of the unvested
      Shares shall
      become
      fully vested upon a “Change-of-Control”
      (as
      defined
      in the Employment Agreement). Stockholder
      agrees not to sell, assign, transfer, pledge, hypothecate, or otherwise dispose
      of, by operation of law or otherwise, such Unvested Shares except as permitted
      by this Agreement. 

    


    3.2 Adjustments.
      The
      number of Shares that are Vested Shares or Unvested Shares will be equitably
      adjusted for any stock split, combination, stock dividend, merger,
      consolidation, reorganization, recapitalization, or any other change in
      corporate structure or other transaction not involving the receipt of
      consideration by the Company occurring after the Effective Date.

    


    4. Accelerated
      Vesting.
      Stockholder’s
      Unvested Shares shall immediately vest upon the occurrence of a
      Change-of-Control. 

     

    5. Restricted
      Securities.
      Stockholder
      acknowledges and understands that Stockholder may not transfer any Shares unless
      such Shares are registered under the Securities Act and qualified under
      applicable state securities laws or unless, in the opinion of counsel to the
      Company, exemptions from such registration and qualification requirements are
      available. Stockholder understands that only the Company may file a registration
      statement with the Securities and Exchange Commission (the“SEC”)
      and
      that the Company is obligated under the Employment Agreement to do
      so. 

    



    
      
         

      

      
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    6. Restrictions
      on Transfers.
      Stockholder agrees not to voluntarily transfer, assign, grant a lien or security
      interest in, pledge, hypothecate, encumber or otherwise dispose of
      (collectively, a“Transfer”)
      any of
      the Unvested Shares. 

    


    7. Rights
      as Stockholder; Proxy.
      Subject
      to the terms and conditions of this Agreement, Stockholder will have all of
      the
      rights of a holder of Common Stock with respect to the Shares from and after
      the
      date that Stockholder delivers an executed copy of this Agreement until such
      time as Stockholder Transfers the Shares or they are repurchased by the Company.
      All Unvested Shares shall be subject to an irrevocable proxy in the form
      attached as Exhibit
      2
      hereto
      exercisable by the Board of Directors of the Company (with Stockholder
      abstaining) until such time as the shares become Vested Shares.

    


    8. Tax
      Consequences.
      STOCKHOLDER
      UNDERSTANDS THAT STOCKHOLDER MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT
      OF
      STOCKHOLDER’S ACQUISITION OR DISPOSITION OF THE SHARES. Stockholder hereby
      acknowledges that Stockholder has been informed that, unless an election is
      filed by the Stockholder with the Internal Revenue Service (and, if necessary,
      the proper state taxing authorities), within
      30 days
      of the
      acquisition of the Shares, electing pursuant to Section 83(b) of the Internal
      Revenue Code (and similar state tax provisions, if applicable) to be taxed
      currently on the fair market value on the date of acquisition of the Shares,
      there will be a recognition of taxable income to the Stockholder equal to the
      fair market value of the Shares at the time they are considered transferable
      or
      no longer subject to substantial risk of forfeiture or repurchase for nominal
      consideration. Stockholder
      represents that he has consulted any tax adviser(s) that he deems advisable
      in
      connection with his acquisition of the Shares and the filing of the election
      under Section 83(b) and similar tax provisions.
      A
      form of
      Election under Section 83(b) is attached hereto as Exhibit
      3
      for
      reference.
      STOCKHOLDER HEREBY ASSUMES ALL RESPONSIBILITY FOR FILING OR NOT FILING SUCH
      ELECTION AND PAYING ANY TAXES RESULTING FROM FILING OR FAILING TO FILE SUCH
      ELECTION.

    


    9. Compliance
      with Laws and Regulations.
      The
      issuance and transfer of the Shares will be subject to and conditioned upon
      compliance by the Company and Stockholder with all applicable state and federal
      laws and regulations and with all applicable requirements of any stock exchange
      or automated quotation system on which the Company’s securities may be listed or
      quoted at the time of such issuance or transfer.

    


    10. Successors
      and Assigns.
      The
      Company may assign any of its rights under this Agreement. This Agreement shall
      be binding upon and inure to the benefit of the successors and assigns of the
      Company. Subject
      to the restrictions on transfer herein set forth, this Agreement will be binding
      upon Stockholder and Stockholder’s heirs, executors, administrators, successors
      and assigns.

    


    11. Governing
      Law; Jurisdiction.
      This
      Agreement shall be interpreted in accordance plain meaning of its terms and
      under the laws of the State of California. Any controversy between the Company
      and Stockholder arising out of or relating to any of the terms, provisions
      or
      conditions of this Agreement shall be submitted to arbitration in accordance
      with the American Arbitration Association’s National Arbitration Rules for the
      Resolution of Employment Disputes. On the written request of either party for
      arbitration of such a claim pursuant to this paragraph, the Company and
      Stockholder shall both be deemed to have waived the right to litigate the claim
      in any federal or state court. To the extent that any claim or controversy
      arising out of this Agreement cannot be submitted to arbitration as set forth
      above, each party hereby agrees that any suit, action or proceeding with respect
      to this Agreement, and any transactions relating hereto, may be brought in
      the
      State of California, County of San
      Francisco, and each of the parties hereby irrevocably consents and submits
      to
      the jurisdiction of such Court(s) for the purpose of any such suit, action
      or
      proceeding. Each of the parties hereby waives and agrees not to assert, by
      way
      of motion, as a defense or otherwise, in any such suit, action or proceeding;
      any claim that it (he) is not personally subject to the jurisdiction of the
      above-named Court(s); and, to the extent permitted by applicable law, any claim
      that such suit, action or proceeding is brought in an inconvenient forum or
      that
      the venue of such suit, action or proceeding is improper or that this Agreement
      or any replacements hereof or thereof may not be enforced in or by such
      Court(s). The Company shall pay any and all costs associated with arbitration
      or
      court adjudication.


    
      
         

      

      
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    12. Notices.
      Any
      notice required to be given or delivered to the Company shall be in writing
      and
      addressed to the Corporate Secretary of the Company at its principal corporate
      offices. Any notice required to be given or delivered to Stockholder hereunder
      shall be in writing and addressed to Stockholder at the last address Stockholder
      provided to the Company. All notices shall be deemed effectively given upon
      personal delivery, three (3) days after deposit in the United States mail by
      certified or registered mail (return receipt requested), one (1) business day
      after its deposit with any return receipt express courier (prepaid), or on
      the
      business day that it is sent by fax to the fax number last provided by
      Stockholder to the Company, but only if (A) the receiving fax device immediately
      generates a message, printed by the sending fax device, that confirms receipt,
      and (B) receipt of the fax is confirmed by a telephone call between sender
      and
      recipient.

    


    13. Further
      Instruments.
      The
      parties agree to execute such further instruments and to take such further
      action as may be reasonably necessary to carry out the purposes and intent
      of
      this Agreement.

    


    14. Headings.
      The
      captions and headings of this Agreement are included for ease of reference
      only
      and will be disregarded in interpreting or construing this
      Agreement. All
      references herein to “Sections”
will
      refer to Sections of this Agreement.

    


    15. Entire
      Agreement.
      This
      Agreement, the Employment Agreement and the other agreements specifically
      referenced herein contain the entire understanding of the parties regarding
      the
      subject matter of this Agreement and such other agreements and supersede all
      prior and contemporaneous negotiations and agreements, whether written or oral,
      between the parties with respect to the subject matter of this Agreement and
      such other agreements.


    
      
         

      

      
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    -
      SIGNATURE PAGE -

    RESTRICTED
      STOCK AGREEMENT

    


    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
      duly authorized representative and Stockholder has executed this Agreement
      as of
this
      29th
      Day of
      December, 2006.

    


    
      	
              ITEC
                ENVIRONMENTAL GROUP, INC.

              


By: ___________________________________

              Its:
                ___________________________________

            	
              STOCKHOLDER

              


________________________________________
Name:
                Rodney S. Rougelot

            


    

    


    
      
         

      

      
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    LIST
      OF EXHIBITS

    


    Exhibit
      1: Stock
      Power and Assignment of Uncertificated Securities

    


    Exhibit
      2: Irrevocable
      Proxy

    


    Exhibit
      3: Election
      under Section 83(b) of the Internal Revenue Code

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    EXHIBIT
      1

    


    Stock
      Power and Assignment

    of
      Uncertificated Securities

    


    FOR
      VALUE
      RECEIVED and pursuant to that certain Restricted Stock Agreement dated as
      of
      July 31,
      2006 and effective on December 29, 2006 (the“Agreement”),
      the
      undersigned hereby sells, assigns and transfers unto ITEC ENVIRONMENTAL GROUP,
      INC., a Delaware corporation (the “Company”),
      ______________ uncertificated shares of the Common Stock of the Company,
      standing in the undersigned’s name on the books of the Company delivered
      herewith, and does hereby irrevocably constitute and appoint the Secretary
      of
      the Company as the undersigned’s attorney-in-fact, with full power of
      substitution, to transfer said stock on the books of the Company. 

    


    Dated:
      ________________________

    


    
      	 	
              STOCKHOLDER

            
	 	 
	 	 
	 	 
	 	
              (Signature)

            
	 	 
	 	 
	 	
              (Please
                Print Name)

            
	 	 
	 	 
	 	 
	 	
              (Spouse’s
                or Domestic 

              Partner’s
                Signature)

            
	 	 
	 	 
	 	
              (Please
                Print Spouse’s or 

              Domestic
                Partner’s Name)

            


    

    


    


    Instruction:
      Please
      do
not
      fill in
      any blanks other than the signature line. The purpose of this Stock Power and
      Assignment of Uncertificated Securities is to enable the Company and/or its
      assignee(s) to acquire the shares upon repurchase by the Company as set forth
      in
      the Agreement without requiring additional signatures on the part of Stockholder
      or Stockholder’s Spouse or Domestic Partner.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    EXHIBIT
      2

    


    Irrevocable
      Proxy

    


    Irrevocable
      Unlimited Proxy to Vote Corporate Shares

    


    THE
      UNDERSIGNED STOCKHOLDER, being the owner of 17,600,000
      shares
      of
      common stock (the “Stock”)
      of
      Itec Environmental Group, Inc. (“Itec”)
      does
      hereby grant to David M. Otto an irrevocable and unlimited proxy (the
“Proxy”)
      and
      hereby appoints David M. Otto its attorney-in-fact to vote the Stock in
      connection with any shareholder meeting of Itec.

    


    IN
      WITNESS WHEREOF, I have executed this proxy this 29th
      Day of
      December 2006.

    


    By:______________________________

    



    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    EXHIBIT
      3

    


    Section
      83(b) Election

    


    The
      undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal
      Revenue Code, to include in gross income for the taxpayer’s current taxable year
      of the fair market value of the property described below at the time of transfer
      as compensation for services.

    


    
      	
              (1)

            	
              The
                taxpayer who performed the services to Itec Environmental Group,
                Inc. (the
                “Company”):

            


    

    


    
      	 	
              Name:
                

            


    

    
      	 	
              Address:
                

            


    

    
      	 	
              Social
                Security No.: 

            


    

    


    
      	
              (2)

            	
              The
                property with respect to which the election is made is
                44,000,000 shares of the Common Stock (the “Shares”)
                of the Company.

            


    

    


    
      	
              (3)

            	
              The
                property was transferred on
                __________________.

            


    

    


    
      	
              (4)

            	
              The
                taxable year for which the election is made is the calendar
                year
                2006.

            


    

    


    
      	
              (5)

            	
              The
                Shares are subject to the following restrictions: the shares are
                subject
                to vesting based upon continued service as an employee of the Company.
                The
                restrictions described herein are set forth in the Restricted Stock
                Agreement between the Company and taxpayer dated
                ________________.

            


    

    


    
      	
              (6)

            	
              The
                fair market value of a Share at the time of transfer (determined
                without
                regard to any restriction other than a restriction which by its terms
                will
                never lapse) was $____ per Share.

            


    

    


    
      	
              (7)

            	
              No
                consideration was paid by the taxpayer for the
                Shares.

            


    

    


    
      	
              (8)

            	
              A
                copy of this statement was furnished to the Company for whom taxpayer
                rendered the services underlying the transfer of such
                shares.

            


    

    


    
      	
              (9)

            	
              This
                statement is executed on
                ___________________.

            


    

    


    


    
      	 	 	 
	
              Taxpayer

            	 	
              Spouse
                or Domestic Partner (if any)

            


    

    


    This
      election must be filed with the Internal Revenue Service Center with which
      the
      Stockholder files his or her federal income tax returns and must be filed within
      30 days after the date of acquisition. This filing should be made by registered
      or certified mail, return receipt requested. The Stockholder must retain two
      copies of the completed form for filing with his or her federal and state tax
      returns for the current tax year and an additional copy for his or her
      records.