Unassociated Document


    

      RIGHT
        OF FIRST OFFER AGREEMENT

      


      THIS
        RIGHT OF FIRST OFFER AGREEMENT (“Agreement”) is made as of November ___, 2005,
        by and among ITEC ENVIRONMENTAL GROUP, INC., a Delaware corporation (“ITEC”) and
        TIGER PAW CAPITAL CORP., incorporated in Canada (“Tiger Paw”).

      


      RECITALS

       

      WHEREAS,
        Tiger
        Paw
        is purchasing shares of Common Stock pursuant to that certain Common Stock
        Purchase of even date herewith (the “Purchase Agreement”).

       

      WHEREAS,
        ITEC and Tiger Paw desire to document a mutual understanding with respect
        to the
        grant to Tiger Paw of a right of first offer relating to entering into a
        joint
        venture arrangement in certain territories pursuant to the terms
        herein.

      


      NOW,
        THEREFORE, in consideration of the premises and the mutual agreements, covenants
        and provisions hereinafter set forth, the parties hereto agree as
        follows:

      


      AGREEMENT

      


      1. Right
        of First Offer.
        In
        the
        event ITEC contemplates implementation and commercialization of the ITEC’s
proprietary
        the
        ECO2TM
        System
recycling
        and cleaning technology
        (the
“Technology”) in any of the countries set forth in Exhibit
        A
        attached
        hereto (the “Territory”), in each case ITEC shall give written notice thereof
        (the “Offer Notice”) to Tiger Paw. If Tiger Paw has
        an
interest
        in implementing and commercializing the Technology in such portion of the
        Territory, Tiger Paw shall give written notice to ITEC of Tiger Paw’s interest
        (the “Response Notice”) within twenty one (21) days of receipt of the Offer
        Notice. For a period of ninety (90) days (the “Offer Period”), the parties will
        negotiate in good faith an agreement setting forth the terms and conditions
        upon
        which ITEC and Tiger Paw or its assigns would engage in such implementation
        and
        commercialization. During the Offer Period, ITEC will not enter into an
        agreement providing for implementation and commercialization of the Technology
        in such portion of the Territory or commit to enter into or enter into a
        letter
        of intent with respect any such agreement with any third party. If
        Tiger
        Paw and ITEC are unable to reach agreement during the Offer Period, ITEC
        shall
        have the right to enter into an agreement with a third party on terms and
        conditions not more favorable than those offered to Tiger Paw. 

      


      2. Miscellaneous.

      


      (a) This
        Agreement may not be amended, terminated or otherwise modified unless evidenced
        in writing and signed by the ITEC and Tiger Paw concerning all matters relating
        to this Agreement and is binding upon and shall inure to the benefit of all
        of
        the parties hereto and their respective heirs, legal representatives, successors
        and assigns.

      


      (b) All
        notices under this Agreement shall be given in writing in the manner and
        at the
        addresses provided in the Purchase Agreement.

      


      (c) This
        Agreement shall be governed and construed in accordance with the laws of
        the
        State of California, without regards to conflicts of laws. 

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (d) The
        provisions hereof shall inure to the benefit of, and be binding upon, the
        successors, assigns, heirs, executors and administrators of the parties hereto.
        Nothing in this Agreement, express or implied, is intended to confer upon
        any
        party other than the parties hereto or their respective successors and assigns
        any rights, remedies, obligations or liabilities under or by reason of this
        Agreement, except as expressly provided in this Agreement

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        and delivered as of the day first written above.

       

      
        	 	 	 	 
	
                ITEC
                  ENVIRONMENTAL GROUP, INC.,
a Delaware corporation 

              	TIGER
                PAW CAPITAL CORP.,
incorporated
                in Canada
	
              	 	 	
              
	
                By:
                  

                 

              	 
                
                

              	By:
                	
                 

                
                  

                

                
                

                 

              
	Name:	 

                
	Name:
                	 

                

              
	
                Title:
                  

              	 

                
	Title:
                	 

                

              


      

      
 

       

      
        
           

        

        
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      EXHIBIT
        A

       

      Countries

       

      Asian,
        North Asian, East Asian, Central Asia, South Asian, West Asian, and Southeast
        Asian countries, including but not limited to: 

      


      
        	
                Australia

                India

                Macau
                  

                Hong
                  Kong 

                Singapore
                  

                Maldives
                  

                Bahrain
                  

                Bangladesh
                  

                Taiwan
                  

                South
                  Korea 

                Lebanon
                  

                Japan
                  

                Sri
                  Lanka 

                Israel
                  

                Philippines
                  

                Vietnam
                  

                North
                  Korea 

                Nepal
                  

                Pakistan
                  

                People's
                  Republic of China 

                Thailand
                  

                Indonesia
                  

                Kuwait
                  

                Armenia
                  

                Syria
                  

                Azerbaijan
                  

              	
                Turkey
                  

                Cyprus
                  

                Georgia
                  

                Cambodia
                  

                Egypt
                  

                Qatar
                  

                Malaysia
                  

                East
                  Timor 

                Myanmar
                  

                Brunei
                  

                Jordan
                  

                Uzbekistan
                  

                Iraq
                  

                Tajikistan
                  

                Bhutan
                  

                Afghanistan
                  

                Iran
                  

                Yemen
                  

                United
                  Arab Emirates 

                Laos
                  

                Kyrgyzstan
                  

                Oman
                  

                Saudi
                  Arabia 

                Turkmenistan
                  

                Russia
                  

                Kazakhstan
                  

              


      

      


      
        
           

        

        
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