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
        DOUG FROESE, including his successors or assigns (“Froese”).

       

      


      RECITALS

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

       

      WHEREAS,
        ITEC and Froese
        desire
        to document a mutual understanding with respect to the grant to Froese 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 ITEC’s
proprietary
        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 Froese. If Froese has
        an
interest
        in implementing and commercializing the Technology in such portion of the
        Territory, Froese shall give written notice to ITEC of Froese’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 Froese 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
        Froese
        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 Froese.
        

       

      2.  Miscellaneous.

       

      (a)  This
        Agreement may not be amended, terminated or otherwise modified unless evidenced
        in writing and signed by the ITEC and Froese
        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 

              	 	 	DOUG FROESE,
an
                individual 
	 	 	 	 
	 	 	 	 
	By: 	 	 	By: 
	
                
                  

                    

              	 	 	
                
                  

                    

              
	
                
                  Name:

                

              	 	 	
              
	
                
                  
   

              	 	 	 
	Title: 	 	 	 
	
                 

                  

                   

              	 	 	 


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      EXHIBIT
        A

       

      Countries

       

      


      Canada

      Europe

       

       

      
        
           

        

        
          3