Exhibit
99.3
 
 **Itec
Environmental Group, Inc., Policy Governing Director
Nominations**
 **and
Security Holder-Board Communications**
 
 The Board
of Directors (the "Board") of Itec Environmental Group, Inc. (the "Corporation")
has adopted this Policy Governing Director Nominations and Security Holder-Board
Communications in accordance with the proxy disclosure requirements set forth in
the rules adopted by the Securities and Exchange Commission ("SEC") and the
corporate governance rules adopted by the Nasdaq Stock Market, Inc. ("Nasdaq").
The Corporation recognizes that its security holders desire increased insight
into the Corporation's director nominations process and greater ease of
communication with the Board of Directors, and the Corporation endeavors to
apply this Policy Governing Director Nominations and Security Holder-Board
Communications to those ends.
 
 **A.**  **IDENTIFYING
AND EVALUATING DIRECTOR NOMINEES**
 
 **1.**  **Responsible
Committee.** The
Compensation and Nominating Committee (the "Committee") is responsible for,
among other things, identifying individuals qualified to become members of the
Board and its committees, and recommending candidates for the Board's selection
as director nominees for election at the next annual or other properly convened
meeting of security holders.
 
 **2.**  **Process
for Consideration of Nominees.**
 
 a.  Identification
of Candidates. The Committee shall identify candidates for director nominees in
consultation with the Chief Executive Officer and Chairman of the Board, through
the use of search firms or other advisers or through such other methods as the
Committee deems to be helpful to identify candidates, including the processes
identified herein. The Committee will also consider director candidates
recommended by security holders.
 
 b.  Evaluation
Process. Once candidates have been identified, the Committee shall confirm that
the candidates meet all of the minimum qualifications for director nominees set
forth in Sections B.1 and B.2 below. The Committee may gather information about
the candidates through interviews, background checks, or any other means that
the Committee deems to be helpful in the evaluation process. The Committee shall
then meet as a group to discuss and evaluate the qualities and skills of each
candidate, both on an individual basis and taking into account the overall
composition and needs of the Board. There shall be no difference in the manner
by which the Committee evaluates director nominees, whether nominated by the
Board or by a nominating security holder.
 
 c.  Recommendation
of Nominees to the Board. Based on the results of the evaluation process, the
Committee shall recommend candidates for the Board's selection as director
nominees for election to the Board.
 
 d.  Recommendation
of Nominees to Board Committees. In consultation with the Chairman of the Board
and the Chief Executive Officer, the Committee shall also recommend candidates
for the Board's selection as nominees for appointment to the committees of the
Board.
 
 **3.**  **Procedures
for Recommendation of Nominees by Security Holders.**
 
 The
Committee will consider director candidates who are recommended by security
holders of the Corporation. Security holders, in submitting recommendations to
the Committee for director candidates, shall follow the following procedures:
 
 a.  The
Committee must receive any such recommendation for nomination by a date not
later than the 80th calendar day before the date the Corporation's proxy
statement was released to security holders in connection with the previous
year's annual meeting.
 
 b.  Such
recommendation for nomination shall be in writing and shall include the
following information:
 
 i.  Name of
the security holder, whether an entity or an individual, making the
recommendation;
   
 
 ii.  A written
statement disclosing such security holder’s beneficial ownership of the
Corporation's securities;
 
 iii.   Name of the individual recommended for consideration as a
director nominee;
  iv.  A written
statement from the security holder making the recommendation stating why such
recommended candidate would be able to fulfill the duties of a
director;
 
 v.  A written
statement from the security holder making the recommendation stating how the
recommended candidate meets the independence requirements established by the SEC
and Nasdaq;
 
 vi.  A written
statement disclosing the recommended candidate's beneficial ownership of the
Corporation's securities; and
 
 vii.  A written
statement disclosing relationships between the recommended candidate and the
Corporation which may constitute a conflict of interest.
 
 c.  Nominations
may be sent to the attention of the Committee via the method listed below:
 
 U.S. Mail
or Expedited Delivery Service:
 
 Itec
Environmental Group, Inc.
 5300
Claus Road
 P.O. Box
670
 Riverbank,
Ca 95367
 Attn:
Compensation and Nominating Committee
 c/o
Secretary of Itec Environmental Group, Inc.
 
 d.  Once the
Committee receives the recommendation of a candidate, such recommended director
nominee shall be evaluated and if appropriate may be recommended to the Board
pursuant to Sections A.2.b and A.2.c above.
 
 **B.**  **DIRECTOR
QUALIFICATIONS AND SKILLS**
 
 The
Corporation seeks directors who possess the qualifications and skills described
in this Section B. Moreover, the Corporation evaluates each individual candidate
in the context of the overall composition and needs of the Board, with the
objective of recommending a group that can best manage the business and affairs
of the Corporation and represent security holder interests using its diversity
of experience. The Committee will consider these and other qualifications,
skills and attributes when recommending candidates for the Board's selection as
nominees for the Board and as candidates for appointment to the Board's
committees.
 
 **1.**  **Board
Qualifications.**
 
 a.  Independence.
A majority of the members of the Board shall meet the independence requirements
promulgated by the SEC, the National Association of Securities Dealers, any
exchange upon which securities of the Corporation are traded or any governmental
or regulatory body exercising authority over the Corporation (each a "Regulatory
Body" and collectively the "Regulatory Bodies"), as in effect from time to time.
 
 b.  Minimum
Qualifications. The Corporation requires its directors to possess certain
minimum qualifications, including the following:
 
 i.  Adequate
Experience. A director must have substantial or significant business or
professional experience or an understanding of technology, finance, marketing,
financial reporting, international business or other disciplines relevant to the
business of the Corporation.
 
 ii.  No
Conflicts of Interest. A director must be free from any relationship that, in
the opinion of the Board, would interfere with the exercise of his or her
independent judgment as a member of the Board or of a Board committee.
   
 
 c.  Other
Qualities and Skills. The Corporation also considers the following qualities and
skills, among others, in its selection of directors:
 
 i.  Economic,
technical, scientific, academic, financial, accounting, legal, marketing, or
other expertise applicable to the business of the Corporation;
 
 ii.  Leadership
or substantial achievement in their particular fields;
 
 iii.  Demonstrated
ability to exercise sound business judgment;
 
 iv.  Integrity
and high moral and ethical character;
 
 v.  Potential
to contribute to the diversity of viewpoints, backgrounds, or experiences of the
Board as a whole;
 
 vi.  Capacity
and desire to represent the balanced, best interests of the Corporation as a
whole and not primarily a special interest group or constituency;
 
 vii.  Ability
to work well with others;
 
 viii.  High
degree of interest in the business of the Corporation;
 
 ix.  Dedication
to the success of the Corporation;
 
 x.  Commitment
to responsibilities of a director; and
 
 xi.  International
business or professional experience.
 
 **2.**  **Committee
Qualifications.**
 
 a.  Audit and
Finance Committee. All members of the Audit and Finance Committee shall meet the
independence and Audit and Finance Committee requirements promulgated by the
Regulatory Bodies, as in effect from time to time. All members shall be
financially literate and at least one member of the Audit and Finance Committee
shall qualify as being financially sophisticated as set forth in such
committee's charter.
 
 b.  Compensation
and Nominating Committee. All members of the Compensation and Nominating
Committee shall meet the independence and nominating and corporate governance
committee requirements promulgated by the Regulatory Bodies, as in effect from
time to time.
 
 c.  Other
Committees. Members of other committees shall meet such requirements as set
forth by the Regulatory Bodies and the Board as the Board deems necessary.
 
 **3.**  **Limits
on Other Board Memberships and Commitments.** The
Corporation expects that a director's existing and future commitments will not
materially interfere with such director's obligations to the Corporation.
 
 The
Corporation recognizes that directors should limit the number of boards on which
they serve so that they can give proper attention to each board responsibility.
However, the philosophy of the Corporation is not to set an invariant limit on
the number of boards on which a director may serve. In the event a director
wishes to join the board of another company, it is expected that the director
will advise the Committee of his or her intention and the Committee will update
the Board.
 
 **4.**  **Incumbents.** For
candidates who are incumbent directors, the Corporation considers the following
factors, among others, when considering such individuals as director nominees:
such director's past attendance at meetings and participation in and
contributions to the activities of the Board. If such incumbent director has had
a significant change in status, such as an employment change, the Corporation
shall also take this event into consideration.
 
 **5.**  **Amendments.** The
Committee shall review and assess the adequacy of this Policy Governing Director
Nominations and Security Holder-Board Communications periodically, as well as in
response to rules promulgated by the Regulatory Bodies. The Corporation will
disclose any material changes to these policies as required by the Regulatory
Bodies in the Corporation's SEC filings.
   
 
 **C.**  **SECURITY
HOLDER-BOARD COMMUNICATIONS**
 
 The Board
provides to every security holder the ability to communicate with the Board, as
a whole, and with individual directors on the Board through an established
process for security holder communication (as that term is defined by the rules
of the SEC) ("Security Holder Communication") as follows:
 
 1.  For
Security Holder Communication directed to the Board as a whole, security holders
may send such communication to the attention of the Chairman of the Board via
the method listed below:
 
 U.S. Mail
or Expedited Delivery Service:
 
 Itec
Environmental Group, Inc.
 5300
Claus Road
 P.O. Box
670
 Riverbank,
Ca 95367
 Attn:
Chairman of the Board of Directors
 
 2.  For
security holder communication directed to an individual director in his or her
capacity as a member of the Board, security holders may send such communication
to the attention of the individual director via the method listed below:
 
 U.S. Mail
or Expedited Delivery Service:
 
 Itec
Environmental Group, Inc.
 5300
Claus Road
 P.O. Box
670
 Riverbank,
Ca 95367
 Attn:
[Name of Individual Director]
 
 The
Corporation will forward by U.S. mail any such Security Holder Communication to
each director, and the Chairman of the Board in his or her capacity as a
representative of the Board, to whom such Security Holder Communication is
addressed to the address specified by each such director and the Chairman of the
Board.
 
 Communications
from an officer or director of the Corporation and proposals submitted by
security holders to be included in the Corporation's definitive proxy statement,
pursuant to Rule 14a-8 of the Exchange Act of 1934 (and related communications)
will not be viewed as a Security Holder Communication. Communications from an
employee or agent of the Corporation will be viewed as Security Holder
Communication only if such communications are made solely in such employee's or
agent's capacity as a security holder.