Exhibit
      4.2

    


    THIS
      WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE
      OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
      STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
      PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
      COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER,
      PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
      REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES
      LAWS.

    


    ITEC
      ENVIRONMENTAL GROUP INC.

    


    COMMON
      STOCK PURCHASE WARRANT

    
       

      
        

      

    

    


    
      	
              No.
                31

            	
              Void
                after February 27, 2016

            


    

    


    THIS
      CERTIFIES THAT, for value received, Jeffrey Chartier (the "Holder") is entitled
      to subscribe for and purchase 500,000 shares (as such number of shares shall
      be
      adjusted pursuant to Section 3 hereof, thus adjusting the per share Exercise
      Price) of the fully paid and nonassessable Common Stock, $0.001 par value (the
      "Shares"), of Itec Environmental Group, Inc., a Delaware corporation (the
      "Company"), at the exercise price of $.12 per share (the "Exercise Price"),
      subject to the provisions and upon the terms and conditions hereinafter set
      forth. 

    


    1. Method
      of
      Exercise; Payment.

    


    (a) Cash
      Exercise. The purchase rights represented by this Warrant may be exercised
      by
      the Holder, in whole or in part, by the surrender of this Warrant (with the
      notice of exercise form attached hereto as Exhibit
      A
      duly
      executed) at the principal office of the Company, and by the payment to the
      Company, by certified, cashier's or other check acceptable to the Company or
      by
      wire transfer to an account designated by the Company, of an amount equal to
      the
      aggregate Exercise Price of the Shares being purchased.

    


    (b) Stock
      Certificates. In the event of any exercise of the rights represented by this
      Warrant, certificates for the Shares so purchased shall be delivered to the
      Holder within a reasonable time and, unless this Warrant has been fully
      exercised or has expired, a new Warrant representing the shares with respect
      to
      which this Warrant shall not have been exercised shall also be issued to the
      Holder within such time.

    


    2. Stock
      Fully Paid; Reservation of Shares. All of the Shares issuable upon the exercise
      of the rights represented by this Warrant will, upon issuance and receipt of
      the
      Exercise Price therefor, be fully paid and nonassessable, and free from all
      taxes, liens and charges with respect to the issue thereof. During the period
      within which the rights represented by this Warrant may be exercised, the
      Company shall at all times have authorized and reserved for issuance sufficient
      shares of its Common Stock to provide for the exercise of the rights represented
      by this Warrant.

    


    3. Adjustments.
      Subject to the provisions of Section 11 hereof, the number and kind of
      securities purchasable upon the exercise of this Warrant and the Exercise Price
      therefor shall be subject to adjustment from time to time upon the occurrence
      of
      certain events, as follows:

    


    (a) Reclassification.
      In the case of any reclassification or change of securities of the class
      issuable upon exercise of this Warrant (other than a change in par value, or
      from par value to no par value, or from no par value to par value, or as a
      result of a subdivision or combination), or in case of any merger of the Company
      with or into another corporation (other than a merger with another corporation
      in which the Company is the acquiring and the surviving corporation and which
      does not result in any reclassification or change of outstanding securities
      issuable upon exercise of this Warrant), or in case of any sale of all or
      substantially all of the assets of the Company, the Company, or such successor
      or purchasing corporation, as the case may be, shall duly execute and deliver
      to
      the holder of this Warrant a new Warrant (in form and substance reasonably
      satisfactory to the holder of this Warrant), or the Company shall make
      appropriate provision without the issuance of a new Warrant, so that the holder
      of this Warrant shall have the right to receive, at a total purchase price
      not
      to exceed that payable upon the exercise of the unexercised portion of this
      Warrant, and in lieu of the shares of Common Stock theretofore issuable upon
      exercise of this Warrant, (i) the kind and amount of shares of stock, other
      securities, money and property receivable upon such reclassification, change,
      merger or sale by a holder of the number of shares of Common Stock then
      purchasable under this Warrant, or (ii) in the case of such a merger or sale
      in
      which the consideration paid consists all or in part of assets other than
      securities of the successor or purchasing corporation, at the option of the
      Holder of this Warrant, the securities of the successor or purchasing
      corporation having a value at the time of the transaction equivalent to the
      fair
      market value of the Common Stock at the time of the transaction. The provisions
      of this subparagraph (a) shall similarly apply to successive reclassifications,
      changes, mergers and transfers.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) Stock
      Splits, Dividends and Combinations. In the event that the Company shall at
      any
      time subdivide the outstanding shares of Common Stock or shall issue a stock
      dividend on its outstanding shares of Common Stock the number of Shares issuable
      upon exercise of this Warrant immediately prior to such subdivision or to the
      issuance of such stock dividend shall be proportionately increased, and the
      Exercise Price shall be proportionately decreased, and in the event that the
      Company shall at any time combine the outstanding shares of Common Stock the
      number of Shares issuable upon exercise of this Warrant immediately prior to
      such combination shall be proportionately decreased, and the Exercise Price
      shall be proportionately increased, effective at the close of business on the
      date of such subdivision, stock dividend or combination, as the case may
      be.

    


    4. Notice
      of
      Adjustments. Whenever the number of Shares purchasable hereunder or the Exercise
      Price thereof shall be adjusted pursuant to Section 3 hereof, the Company shall
      provide notice to the Holder setting forth, in reasonable detail, the event
      requiring the adjustment, the amount of the adjustment, the method by which
      such
      adjustment was calculated, and the number and class of shares which may be
      purchased thereafter and the Exercise Price therefor after giving effect to
      such
      adjustment.

    


    5. Fractional
      Shares. This Warrant may not be exercised for fractional shares. In lieu of
      fractional shares the Company shall make a cash payment therefor based upon
      the
      Exercise Price then in effect and the fair market value of the shares then
      obtaining (calculated in accordance with Section 1(c) hereof as if the shares
      were the Shares referred to in such Section).

    


    6. Representations
      of the Company. The Company represents that all corporate actions on the part
      of
      the Company, its officers, directors and shareholders necessary for the sale
      and
      issuance of the Shares pursuant hereto and the performance of the Company's
      obligations hereunder were taken prior to and are effective as of the effective
      date of this Warrant.

    


    7. Representations
      and Warranties by the Holder. The Holder represents and warrants to the Company
      as follows:

    


    (a) This
      Warrant and the Shares issuable upon exercise thereof are being acquired for
      its
      own account, for investment and not with a view to, or for resale in connection
      with, any distribution or public offering thereof within the meaning of the
      Securities Act of 1933, as amended (the "Act"). Upon exercise of this Warrant,
      the Holder shall, if so requested by the Company, confirm in writing, in a
      form
      satisfactory to the Company, that the securities issuable upon exercise of
      this
      Warrant are being acquired for investment and not with a view toward
      distribution or resale.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) The
      Holder understands that the Warrant and the Shares have not been registered
      under the Act by reason of their issuance in a transaction exempt from the
      registration and prospectus delivery requirements of the Act pursuant to Section
      4(2) thereof, and that they must be held by the Holder indefinitely, and that
      the Holder must therefore bear the economic risk of such investment
      indefinitely, unless a subsequent disposition thereof is registered under the
      Act or is exempted from such registration. The Holder further understands that
      the Shares have not been qualified under the California Securities Law of 1968
      (the "California Law") by reason of their issuance in a transaction exempt
      from
      the qualification requirements of the California Law pursuant to Section
      25102(f) thereof, which exemption depends upon, among other things, the bona
      fide nature of the Holder's investment intent expressed above.

    


    (c) The
      Holder has such knowledge and experience in financial and business matters
      that
      it is capable of evaluating the merits and risks of the purchase of this Warrant
      and the Shares purchasable pursuant to the terms of this Warrant and of
      protecting its interests in connection therewith.

    


    (d) The
      Holder is able to bear the economic risk of the purchase of the Shares pursuant
      to the terms of this Warrant.

    


    8. Restrictive
      Legend.

    


    The
      Shares (unless registered under the Act) shall be stamped or imprinted with
      a
      legend in substantially the following form:

    


    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
      NOT
      WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH
      SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
      UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO
      IT
      STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND
      PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

    


    9. Restrictions
      Upon Transfer and Removal of Legend.

    


    (a) The
      Company need not register a transfer of this Warrant or Shares bearing the
      restrictive legend set forth in Section 8 hereof, unless the conditions
      specified in such legend are satisfied. The Company may also instruct its
      transfer agent not to register the transfer of the Shares, unless one of the
      conditions specified in the legend referred to in Section 8 hereof is
      satisfied.

    


    (b) Notwithstanding
      the provisions of paragraph (a) above, no opinion of counsel shall be necessary
      for a transfer without consideration by any holder (i) if such holder is a
      partnership, to a partner or retired partner of such partnership who retires
      after the date hereof or to the estate of any such partner or retired partner,
      or (ii) if such holder is a corporation, to a shareholder of such corporation,
      or to any other corporation under common control, direct or indirect, with
      such
      holder.

    


    10. Rights
      of
      Shareholders. No holder of this Warrant shall be entitled, as a Warrant holder,
      to vote or receive dividends or be deemed the holder of any Shares or any other
      securities of the Company which may at any time be issuable on the exercise
      hereof for any purpose, nor shall anything contained herein be construed to
      confer upon the holder of this Warrant, as such, any of the rights of a
      stockholder of the Company or any right to vote for the election of directors
      or
      upon any matter submitted to shareholders at any meeting thereof, or to give
      or
      withhold consent to any corporate action (whether upon any recapitalization,
      issuance of stock, reclassification of stock, change of par value,
      consolidation, merger, conveyance, or otherwise) or to receive notice of
      meetings, or to receive dividends or subscription rights or otherwise until
      the
      Warrant shall have been exercised and the Shares purchasable upon the exercise
      hereof shall have become deliverable, as provided herein. The holder of this
      Warrant will not be entitled to share in the assets of the Company in the event
      of a liquidation, dissolution or the winding up of the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11. Notices.
      All notices and other communications required or permitted hereunder shall
      be in
      writing, shall be effective when given, and shall in any event be deemed to
      be
      given upon receipt or, if earlier, (a) five (5) days after deposit with the
      U.S.
      Postal Service or other applicable postal service, if delivered by first class
      mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business
      day after the business day of deposit with Federal Express or similar overnight
      courier, freight prepaid or (d) one business day after the business day of
      facsimile transmission, if delivered by facsimile transmission with copy by
      first class mail, postage prepaid, and shall be addressed (i) if to the Holder,
      at the Holder's address as set forth on the books of the Company, and (ii)
      if to
      the Company, at the address of its principal corporate offices (attention:
      Gary
      De Laurentiis, President and CEO), with a copy to David M. Otto, The Otto Law
      Group, PLLC, 601 Union Street, Suite 4500, Seattle, WA 98101 or at such other
      address as a party may designate by ten (10) days advance written notice to
      the
      other party pursuant to the provisions above.

    


    12. Independent
      Legal Advice. Each of the parties
      hereto represents and warrants (a) that it, she or he
      has read
      and understands each of the provisions set forth herein, that he, she or it
      has
      had the opportunity to consult with counsel of his, her or its own choice in
      connection with this Agreement and to have each of the provisions set forth
      herein fully explained by such counsel, and that this Agreement is entered
      into
      freely, voluntarily, and without any duress or undue influence of any nature
      by,
      or on behalf of, any person or entity and (b) that each of the Parties, together
      with its, his or her attorneys, has made such investigation of the facts
      pertaining to this settlement and this release, and of all the matters
      pertaining thereto, as it, she or he deems necessary.

    


    13. Piggy
      Back Registration of the Shares. If the Company proposes to register any of
      its
      securities under the Securities Act (other than pursuant to a Form S-4, Form
      S-8
      or any other successor form of limited purpose), it will give written notice
      by
      registered mail at least thirty (30) business days prior to the filing of each
      such registration statement to the Holder of its intention to do so. If the
      Holder notifies the Company within twenty (20) business days after receipt
      of
      any such notice of its desire to include any of the Shares in such proposed
      registration statement, the Company shall afford the Holder the opportunity
      to
      have any such amount of the Shares registered under such registration
      statement.

    


    14. Governing
      Law. This Warrant and all actions arising out of or in connection with this
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California, without regard to the conflicts of law provisions of the
      State of California or of any other state.

    


    
      	 	
              ITEC
                ENVIRONMENTAL GROUP, INC.

            
	 	 
	 	
              /s/

            
	
            	
              
                

              

              Name:
                Gary De Laurentiis

            
	 	
              Title:
                Chief Executive Officer

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    EXHIBIT
      A 

    
      

    

    NOTICE
      OF EXERCISE

    
      
        

      

    

     

    
      	
              TO:

            	
              Itec
                Environmental Group, Inc.

            
	 	
              P.O.
                Box 760

            
	 	
              Riverbank,
                Ca. 95367

            
	 	
              Attention:
                President

            


    

    


    1. The
      undersigned hereby elects to purchase __________ Shares of Itec Environmental
      Group, Inc. pursuant to the terms of the attached Warrant.

    


    2. Method
      of
      Exercise (Please initial the applicable blank):

    


    
      	 	
              ___

            	
              The
                undersigned elects to exercise the attached Warrant by means of a
                cash
                payment, and tenders herewith or by concurrent wire transfer payment
                in
                full for the purchase price of the shares being purchased, together
                with
                all applicable transfer taxes, if
                any.

            


    

    


    
      	 	
              ___

            	
              The
                undersigned elects to exercise the attached Warrant by means of the
                net
                exercise provisions of Section 1(b) of the
                Warrant.

            


    

    


    
      
        3.
          Please
          issue a certificate or certificates representing said Shares in the name
          of the
          undersigned or in such other name as is specified
          below:

      

    

    


    
      	 	
              _________________________________

            
	 	
              (Name)

            
	 	
              _________________________________

            
	 	 
	 	
              _________________________________

            
	 	
              (Address)

            


    

    


    4. The
      undersigned hereby represents and warrants that the aforesaid Shares are being
      acquired for the account of the undersigned for investment and not with a view
      to, or for resale, in connection with the distribution thereof, and that the
      undersigned has no present intention of distributing or reselling such shares
      and all representations and warranties of the undersigned set forth in Section
      7
      of the attached Warrant are true and correct as of the date hereof.

    


    
      	 	 
	 	
              ______________________________

            
	 	
              (Signature)

            
	 	 
	 	
              Title:
                __________________________

            
	 	 
	 	
              ____________________________

            
	 	
              (Date)