Exhibit
14
 
 **Itec
      Environmental Group, Inc. Code of Ethics**
 
 Itec
      Environmental Group, Inc.’s mission includes promotion of professional
      conduct in the practice of management of its business affairs. Itec
      Environmental Group, Inc.’s Chief Executive Officer (CEO), Chief Financial
      Officer (CFO), President and other employees of the organization hold an
      important and elevated role in corporate governance in that they are
      uniquely capable and empowered to ensure that all stakeholders’ interests
      are appropriately balanced, protected and preserved. This Code of Ethics
      embodies principles to which we are expected to adhere and advocate. These
      tenets for ethical business conduct encompass rules regarding both
      individual and peer responsibilities, as well as responsibilities to Itec
      Environmental Group employees, the public and other stakeholders. The CEO,
      CFO and employees are expected to abide by this Code as well as all
      applicable Itec Environmental Group business conduct standards relating to
      areas covered by this Code. Any violations of the Itec Environmental Group
      Code of Ethics may result in disciplinary action, up to and including
      termination of employment.
 
 All
      employees covered by this Code of Ethics will:
 
 [_]
      Act with honesty and integrity, avoiding actual or apparent conflicts of
      interest in their personal and professional
  relationships.
 
 [_]
      Provide stakeholders with information that is accurate, complete,
      objective, fair, relevant, timely and understandable, including in our
      filings with and other submissions to the U.S. Securities and Exchange
      Commission.
 
 [_]
      Comply with rules and regulations of federal, state, provincial and local
      governments, and other appropriate private and public regulatory
      agencies.
 
 [_]
      Act in good faith, responsibly, with due care, competence and diligence,
      without misrepresenting material facts or allowing one’s independent
      judgment to be subordinated.
 
 [_]
      Respect the confidentiality of information acquired in the course of one’s
      work except when authorized or otherwise legally obligated to
      disclose.
 
 [_]
      Confidential information acquired in the course of one’s work will not be
      used for personal advantage.
 
 [_]
      Share knowledge and maintain professional skills important and relevant to
      stakeholder’s needs.
 
 [_]
      Proactively promote and be an example of ethical behavior as a responsible
      partner among peers, in the work environment and the
      community.
 
 [_]
      Achieve responsible use, control, and stewardship over all Itec
      Environmental Group assets and resources that are employed or entrusted to
      us.
 
 [_]
      Not unduly or fraudulently influence, coerce, manipulate, or mislead any
      authorized audit or interfere with any auditor engaged in the performance
      of an internal or independent audit of Itec Environmental Group’s
      financial statements or accounting books and
records.
 
 If
      you are aware of any suspected or known violations of this Code of Ethics
      or other Itec Environmental Group policies or guidelines, you have a duty
      to promptly report such concerns either to your manager or another
      responsible member of management
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 If
      you have a concern about a questionable accounting or auditing matter and
      wish to submit the concern confidentially or anonymously, you may do so by
      sending an e-mail to Gary De Laurentiis, CEO atgaryd@iteceg.com.
      You may also send a letter or fax reporting your concern to Mr. De
      Laurentiis.
 
 Itec
      Environmental Group will handle all inquiries discretely and make every
      effort to maintain, within the limits allowed by law, the confidentiality
      of anyone requesting guidance or reporting questionable behavior and/or a
      compliance concern.
 
 It
      is Itec Environmental Group’s intention that this Code of Ethics be its
      written code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002
      complying with the standards set forth in Securities and Exchange
      Commission Regulation S-K Item 406.
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