Unassociated Document


    

      COVENANT
        TO ADJUST

       

      This
        Covenant to Adjust (this “Agreement”) is entered into as of November ___, 2005,
        by and between ITEC ENVIRONMENTAL GROUP, INC., a Delaware corporation (the
        “Company”) and each certain purchaser (each a “Purchaser” and together the
“Purchasers”) with reference to the following:

       

      The
        Company is issuing Common Stock (the “Common Stock”) to the Purchasers pursuant
        to that certain Common Stock Purchase Agreement (“Purchase Agreement”) for a
        negotiated price of $0.17 per share (the “Original Purchase
        Price”).

      


      NOW,
        THEREFORE, the
        parties agree as follows:

      


      1. The
        Original Purchase Price shall be adjusted as follows:

      


      
        	 	
                (i)

              	
                If
                  the Efficiency Condition (as defined below) is not satisfied on
                  or prior
                  to January 1, 2006, the Original Purchase Price shall be reduced
                  to $0.15
                  per share. 

              


      

      


      
        	 	
                (ii)

              	
                If
                  the Efficiency Condition is not satisfied on or prior to February
                  1, 2006,
                  the Original Purchase Price shall be reduced to $0.13 per
                  share.

              


      

      


      
        	 	
                (iii)

              	
                If
                  the Efficiency Condition is not satisfied on or prior to March
                  1, 2006,
                  the Original Purchase Price shall be reduced to $0.11 per
                  share.

              


      

       

      For
        purposes of this section, the “Efficiency Condition” will be satisfied when the
        Company’s plant is operational and processing material using the ECO2TM System
        at a rate of at least to process 75,000 pounds of material per month measured
        over ten (10) consecutive business days while achieving at a 90% level of
        purity
        and cleanliness for the processed material. 

      


      2. Any
        reduction in the Original Purchase Price with respect to any Purchaser shall
        be
        implemented, at the option of such Purchaser: (i) without reducing such
        Purchaser’s aggregate purchase price, by the issuance of additional shares, or
        (ii) without increasing the number of shares purchased by such Purchaser,
        by the
        refund of the excess Original Purchaser Price theretofore paid.

      


      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        first
        written above.

       

      
        
          
            	 	 	 
	 	
                    ITEC
                      ENVIRONMENTAL GROUP, INC.,

                    a
                      Delaware Corporation

                  
	 
 	 
 	 
 
	 	By:  	
                     

                    
                      

                    

                     

                  
	 	Name:	
                     

                    
                      

                       

                  
	 	Title: 	
                     

                    
                      

                       

                  
	 	
                  


          

          
            
              	 	 	 
	
                      AGREED
                        AND ACCEPTED:

                    	 
	 
 	 
 	 
 
	PURCHASER:	
                       

                      
                        

                      

                       

                    	
                       

                       

                    
	 	 	 
	By:  	
                       

                      
                        

                      

                       

                    	
                       

                       

                    
	Name:	
                       

                      
                        

                      

                       

                    	
                       

                       

                    
	Title: