Unassociated Document


    
      ITEC
        ENVIRONMENTAL GROUP, INC.

      


      COMMON
        STOCK PURCHASE AGREEMENT

      


      This
        Common Stock Purchase Agreement (this “Agreement”)
        is
        entered into as of November __, 2005 between Itec Environmental Group,
        Inc., a
        Delaware corporation
        (the “Company”)
        and
        the undersigned purchasers (each a “Purchaser”
        and
        collectively, the “Purchasers”)
        set
        forth on the Schedule of Purchasers attached hereto as Exhibit
        A
        (the
“Schedule
        of Purchasers”).
        The
        parties hereby agree as follows:

      


      SECTION
        1

      


      AUTHORIZATION
        AND SALE OF SECURITIES

      


      1.1 Authorization.
        The
        Company has, or before the Closing (as defined in Section 2.1) will
        have,
        duly authorized the sale and issuance pursuant to the terms and conditions
        hereof of shares of its Common Stock (the “Shares”)
        having
        the rights, restrictions, privileges and preferences set forth in the Company’s
        Certificate of Incorporation, as amended (the “Company’s
        Charter”).

      


      1.2 Sale
        of Securities.

      


      (a) At
        the
        Closing (as defined in Section 2.1), the Company will issue and sell to each
        Purchaser, and each Purchaser agrees, severally and not jointly, to purchase
        from the Company, the number of Shares set forth opposite the Purchaser’s name
        on the Schedule of Purchasers at a purchase price of $0.14 per share.


      


      (b) Each
        Purchaser shall have the option, severally and not jointly, to purchase from
        the
        Company, the number of Option Shares set forth opposite the Purchaser’s name on
        the Schedule of Purchasers, at a purchase price of $0.14 per share, exercisable
        by written notice of exercise delivered to the Company, with payment of the
        purchase price, at any time prior to 60 days after receipt from the Company
        of
        written notice that the Company has satisfied the Efficiency Condition. 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. 

      


      (c) Payment
        of the purchase price for Shares purchased pursuant to subparagraphs (a)
        or (b)
        above will be made by the Purchaser by (a) check, (b) wire transfer,
        or
        (c) cancellation of indebtedness of the Company to the Purchaser
        representing the aggregate purchase price of the Shares that the Purchaser
        is
        acquiring.
        

      


      SECTION
        2

      


      CLOSING;
        DELIVERY

      


      2.1 Closing.
        The
        closing of the purchase by the Purchaser and the sale by the Company of the
        Shares (the “Closing”)
        shall
        be held at the offices of DLA Piper Rudnick Gray Cary US LLP at 153 Townsend
        Street, Suite 800 San Francisco, CA 94107 on November 7, 2005 (the “Closing
        Date”),
        or at
        such other time and place as the Company and the Purchasers purchasing in
        the
        aggregate more than fifty percent (50%) of the Shares being sold hereto may
        agree either in writing or orally.

       

      
        
          
          

        

        
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      2.2 Delivery.
        At the
        Closing, the Company will issue to the Purchaser a certificate in the
        Purchaser’s name representing the Shares purchased by the Purchaser, against
        payment of the purchase price therefor. 

      


      SECTION
        3

      


      REPRESENTATIONS
        AND WARRANTIES OF THE COMPANY

      


      Except
        as
        set forth in the Schedule of Exceptions attached hereto as Exhibit B
        (the
“Schedule
        of Exceptions”),
        the
        Company hereby represents and warrants to each Purchaser as
        follows:

      


      3.1 Organization
        and Standing.
        The
        Company is a corporation duly organized and existing under the laws of the
        State
        of Delaware and
        is in
        good standing under such laws. The Company has the requisite corporate power
        to
        own and operate its properties and assets, and to carry on its business as
        presently conducted. The Company has made available to the Purchasers true,
        correct and complete copies of the Company’s Certificate of Incorporation and
        Bylaws, each as amended to date. The Company is duly qualified to do business
        as
        a foreign corporation and is in good standing in every jurisdiction in which
        the
        failure to so qualify would have a material adverse effect on the operations
        or
        financial condition of the Company.

      


      3.2 Corporate
        Power.
        The
        Company has all requisite corporate power to enter into this Agreement and
        the
        Investor Rights Agreement attached hereto as Exhibit
        C
        (the
“Rights
        Agreement”)
        to
        sell the Shares hereunder and to carry out and perform its other obligations
        under the terms of this Agreement and the Rights Agreement.

      


      3.3 Capitalization.
        Immediately prior to the Closing, the capitalization of the Company will
        consist
        of the following:

      


      (a) A
        total
        of 750,000,000 authorized shares of Common Stock, of which 48,153,937 shares
        will be issued and outstanding; a total of 10,000,000 authorized shares of
        Preferred Stock, none of which will be issued and outstanding. All of the
        outstanding shares of Common Stock have been duly authorized, fully paid
        and are
        nonassessable and issued in compliance with all applicable federal and state
        securities laws.

      


      (b) The
        Company does not have reserved shares of its Common Stock for issuance to
        employees, directors and officers of, and consultants to, the Company under
        any
        stock option plan. In addition, there are outstanding warrants to purchase
        the
        number of shares of Common Stock as provided in the Schedule 3.3 attached
        hereto. Except as set forth in this Section 3.3 or the Schedule of Exceptions
        hereto, the Company has no obligation (contingent or otherwise) to
        (i) issue any subscription, warrant, option, convertible security
        or other
        such right or to issue or distribute to holders of any shares of its capital
        stock any evidences of indebtedness of the Company or (ii) purchase,
        redeem
        or otherwise acquire any shares of its capital stock or any interest therein
        or
        to pay any dividend or make any other distribution in respect thereof.


       

      
        
          
          

        

        
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      Following
        the Closing, the rights, preferences and privileges of the Common Stock will
        be
        as set forth in the Company’s Charter and
        as
        provided by law.

      


      3.4 Authorization.
        All
        corporate action on the part of the Company and its directors and shareholders
        necessary for the authorization, execution, delivery and performance of this
        Agreement and the Rights Agreement (the “Transaction
        Documents”)
        and
        the authorization, sale, issuance and delivery of the Shares and the performance
        of the Company’s obligations hereunder has been taken or will be taken prior to
        the Closing.

      


      (a) This
        Agreement, when executed and delivered by the Company, will constitute a
        valid
        and binding obligation of the Company enforceable in accordance with its
        terms,
        subject to (i) laws of general application relating to specific
        performance, injunctive relief or other equitable remedies, (ii) applicable
        bankruptcy, insolvency, reorganization or other laws of general application
        relating to or affecting the enforcement of creditors’ rights generally and
        (iii) federal or state laws limiting enforceability of the indemnification
        provisions in the Rights Agreement. 

      


      (b) When
        issued, sold and delivered in accordance with the terms of this Agreement
        for
        the consideration provided for herein, the Shares shall be duly authorized,
        validly issued, fully paid and non-assessable and shall be free of any liens
        or
        encumbrances, other than restrictions on transfer under the Transaction
        Documents and applicable state and federal securities laws. 

      


      (c) No
        shareholder of the Company has any right of first refusal or any preemptive
        rights in connection with the issuance and sale of the Shares which will
        not
        have been waived prior to the Closing.

      


      3.5 Subsidiaries.
        As of
        the date hereof, the Company does not presently own or control, directly
        or
        indirectly, any equity interest in any other corporation, partnership, trust,
        joint venture, association or other entity.

      


      3.6 Governmental Consents.
        No
        consent, approval, order or authorization of, or registration, qualification,
        designation, declaration or filing with, any federal, state or local
        governmental authority by the Company is required in connection with the
        consummation of the transactions contemplated by this Agreement except:
        (i) such other qualifications or filings under the Securities Act
        of 1933,
        as amended, and the regulations thereunder (the “Securities
        Act”),
        (ii) the filing of a Notice of Transaction pursuant to
        Section 25102(f) of the California Corporate Securities Law of 1968,
        as
        amended, and the rules thereunder (the “California
        Securities Law”),
        and
        (iii) all other applicable securities laws as may be required in connection
        with the transactions contemplated by this Agreement. All such qualifications
        and filings will, in the case of qualifications, be effective on the Closing
        and
        will, in the case of filings, be made within the time prescribed by law.
        

      


      
        
          
          

        

        
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      3.7 Compliance with Laws
        and Other Instruments; No Conflicts.
        The
        Company is not in violation or default of any provisions of its Company’s
        Charter or Bylaws, as amended to date or, to its knowledge, any applicable
        laws,
        regulations, judgments, decrees or orders of the United States of America
        and
        all states, foreign countries or other governmental bodies and agencies having
        jurisdiction over the Company’s business or properties, other than violations of
        laws, regulations, judgments, decrees or orders that could not reasonably
        be
        expected to have a material adverse effect on the business, property, financial
        condition or results of operations of the Company (a “Material
        Adverse Effect”).
        The
        Company is not in breach of or default under or, to its knowledge, alleged
        to be
        in breach of or default under, any material lease, license, contract, agreement,
        instrument or obligation to which it is a party or its properties are subject,
        and the Company does not know of any condition or circumstances that, currently
        or after notice or the lapse of time, is likely to result in a breach of,
        default under or loss of material benefits under any such lease, license,
        contract, agreement, instrument or obligation, other than breaches or defaults
        that could not reasonably be expected to have a Material Adverse Effect.
        The
        execution, delivery and performance of the Transaction Documents on the part
        of
        the Company, and the issuance and sale of the Shares pursuant hereto, will
        not
        result in any such violation or default and will not accelerate performance
        under the terms of any agreement or instrument.

      


      3.8 Registration Rights.
        Except
        as provided in the Rights Agreement, the Company has not granted or agreed
        to
        grant to any person or entity any rights (including piggyback registration
        rights) to have any securities of the Company registered with the United
        States
        Securities and Exchange Commission (“SEC”)
        or any
        other governmental authority.

      


      3.9 Litigation.
        There
        is no litigation, action, suit or proceeding, or governmental inquiry or
        investigation, pending, or, to the best of the Company’s knowledge, threatened
        in writing, against the Company which might result in Material Adverse Effect.
        The Company is not a party or subject to the provisions of any order, writ,
        injunction, judgment or decree of any court or government agency or
        instrumentality. There is no action, suit, proceeding or investigation by
        the
        Company currently pending or which the Company intends to initiate.


      


      3.10 Financial
        Statements.
        The
        audited balance sheet and statements of operations and cash flows as of and
        for
        the year ended 2004 and its unaudited balance sheet and statements of operations
        and cash flows for 2005 (the “Financial
        Statements”)
        have
        been prepared in accordance with generally accepted accounting principles
        (“GAAP”)
        applied on a consistent basis throughout the relevant period, except that
        the
        unaudited Financial Statements do not contain the footnotes required by GAAP.
        The Financial Statements fairly present the financial condition and operating
        results of the Company as of the dates, and for the periods, indicated therein,
        subject to normal year-end audit adjustments. Except as set forth in the
        Financial Statements, the Company has no liabilities, contingent or otherwise,
        other than (i) liabilities incurred in the ordinary course of business
        subsequent to the Financial Statements and (ii) obligations under
        contracts
        and commitments incurred in the ordinary course of business and not required
        under GAAP to be reflected in the Financial Statements, which, individually
        or
        in the aggregate, are not material to the financial condition or operating
        results of the Company.

       

      3.11 Absence
        of Certain Changes.
        Since
        September 30, 2005 and at all times up to the Closing, there has not been
        any
        event or condition of any character which has had a Material Adverse Effect
        on
        including, but not limited to: 

       

      
        
          
          

        

        
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      (a) any
        change in the assets, liabilities, financial condition or operating results
        of
        the Company from the Financial Statements, except changes in the ordinary
        course
        of business which have not been in the aggregate had a Material Adverse
        Effect;

       

      (b) any
        damage, destruction, or loss, whether or not covered by insurance, materially
        and adversely affecting the assets, financial condition, properties, operating
        results or business of the Company;

       

      (c) any
        change or amendment to a material contract or arrangement by which the Company
        or any of its assets or properties is bound or subject;

      


      (d) any
        satisfaction or discharge of any lien, claim or encumbrance or payment of
        any
        obligation by the Company, except a satisfaction, discharge or payment made
        in
        the ordinary course of business that it is not material to the assets,
        properties, financial condition, operating results or business of the
        Company;

      


      (e) any
        sale,
        assignment or transfer of any patents, trademarks, copyrights, trade secrets
        or
        other intangible assets, except a sale, assignment or transfer made in the
        ordinary course of business that is not material to the assets, properties,
        financial condition, operating results or business of the Company;

      


      3.12 Taxes.
        The
        Company has timely filed or has obtained presently effective extensions with
        respect to all federal, state, county, local and foreign tax returns which
        are
        required to be filed by it. All filed returns are true and correct in all
        material respects and all taxes shown thereon to be due have been timely
        paid
        with exceptions not material
        to the Company. 

      


      3.13 Property
        and Assets.
        The
        Company has good and marketable title to all of its material properties and
        assets, and good title to its leasehold estates, in each case subject to
        no
        mortgage, pledge, lien, security interest, lease, charge or encumbrance,
        other
        than liens resulting from taxes which have not yet become delinquent and
        liens
        and encumbrances which do not in any case materially detract from the value
        of
        the property subject thereto or materially impair the operations of the Company,
        and which have not arisen otherwise than in the ordinary course of
        business.

      


      3.14 Intellectual
        Property.
        To its
        knowledge, the Company owns or possesses sufficient legal rights to all patents,
        trademarks, service marks, trade names, copyrights, trade secrets, information
        and other proprietary rights (collectively “Intellectual
        Property Rights”)
        necessary for its business as now conducted, without any known infringement
        of
        the rights of others. Except as set forth in the Schedule of Exceptions,
        the
        Company is not bound by or a party to any options, licenses or agreements
        of any
        kind with respect to the Intellectual Property Rights of the Company or any
        other person or entity, other than licenses or agreements relating to the
        Company’s use rights regarding “off the shelf” or standard products. The Company
        has received no written notice
        that it is infringing upon, violating or otherwise acting adversely to, or
        that
        by conducting its business as proposed it would infringe upon, violate or
        otherwise act adversely to, the right or claimed right of any person or entity
        under or with respect to any Intellectual Property Rights or licenses of
        third
        parties. The Company is not aware of any violation by a third party of any
        of
        the Company’s Intellectual Property Rights. Except as disclosed in the Schedule
        of Exceptions, to its knowledge, the Company is not obligated or under any
        liability to make payments by way of royalties, fees or otherwise to any
        owner,
        licensor of, other claimant to, or party to any option, license or agreement
        of
        any kind with respect to, any Intellectual Property Rights except for
        commercially available software which the Company licenses on standard terms.
        

      


      
        
          
          

        

        
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      3.15 Insurance.
        The
        Company maintains insurance with respect to its properties and business of
        the
        kinds and in the amounts not less than are customarily obtained by corporations
        of established reputation engaged in the same or similar business and similarly
        situated, including, without limitation, insurance against loss, damage,
        fire,
        theft and public liability.

      


      3.16 Material
        Contracts and Obligations.
        The
        Schedule of Exceptions lists all contracts and agreements (a) with expected
        receipts or expenditures in excess of $25,000, (b) involving a license or
        grant
        of rights to or from the Company involving patents, trademarks, copyrights
        or
        other proprietary information applicable to the business of the Company,
        (c) providing for indemnification by the Company with respect to
        infringements of proprietary rights, (d) between the Company and any
        officer, director or 10%-or-greater shareholder
        other than agreements entered into in the ordinary course of business, or
        (e)
        involving any loans or advances by the Company to any officer, director or
        employee which are outstanding as of the date of the Closing. All such contracts
        and agreements are legally binding, valid, and in full force and effect in
        all
        material respects.

      


      3.17 Employees.
        Each
        current officer and consultant of the Company has executed and delivered
        a
        Proprietary Information and Inventions Agreement and all of such agreements
        are
        in full force and effect. Except as set forth on the Schedule of Exceptions,
        to
        the Company’s knowledge, no employee, officer or consultant of the Company is in
        violation of such Proprietary Information and Inventions Agreement. The Company
        is not a party to or bound by any currently effective written employment
        contract with any of its employees, other than those that are terminable
        at
        will. 

      


      3.18 ERISA.
        The
        Company does not have or otherwise contribute to or participate in any employee
        benefit plan subject to the Employee Retirement Income Security Act of
        1974.

      


      3.19 Books
        and Records.
        The
        minute books of the Company contain complete and accurate records of all
        meetings and other corporate actions of its shareholders and its Board of
        Directors and committees thereof. The stock ledger of the Company is complete
        and reflects all issuances, transfers, repurchases and cancellations of shares
        of capital stock of the Company.

      


      3.20 Securities
        Law Exemptions.
        Based
        in part on the accuracy of the representations and warranties of the Purchasers
        contained in Section 4 hereof, the offer, sale and issuance of the
        Shares
        and the Conversion Shares are and will be exempt from the registration
        requirements of the Securities Act, and the registration, permit or
        qualification requirements of any applicable state securities laws. Neither
        the
        Company nor any agent on its behalf has solicited or will solicit any offers
        to
        sell or has offered to sell or will offer to sell any part of the Shares
        to any
        person or persons so as to bring the sale of such Shares by the Company within
        the registration provisions of the Securities Act or any state securities
        law.

      


      
        
          
          

        

        
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      3.21 Disclosures.
        Neither
        this Agreement nor any Exhibit hereto, when read together, contains
        or will
        contain any untrue statement of a material fact or omits or will omit to
        state a
        material fact necessary in order to make the statements contained herein
        or
        therein, in light of the circumstances under which they were made, not
        misleading. 

      


      3.22 Permits.
        The
        Company has all permits, licenses, and any similar authority necessary for
        the
        conduct of its business as now being conducted by it, the lack of which would
        have a Material Adverse Effect on the Company, and believes it can obtain,
        without undue burden or expense, any similar authority for the conduct of
        its
        business as presently planned to be conducted. The Company is not in default
        in
        any material respect under any of such permits, licenses or other similar
        authority. 

      


      3.23 Environmental
        and Safety Laws.
        To its
        knowledge, the Company is not in violation of any applicable statute, law
        or
        regulation relating to the environment or occupational health and safety,
        and to
        its knowledge, no material expenditures are or will be required in order
        to
        comply with any such existing statute, law or regulation. 

      


      SECTION
        4

      


      REPRESENTATIONS
        AND WARRANTIES OF PURCHASER

      


      Each
        Purchaser hereby represents and warrants as follows:

      


      4.1 Authorization.
        This
        Agreement constitutes the Purchaser’s valid and legally binding obligation,
        enforceable in accordance with its terms except as may be limited by
        (i) applicable bankruptcy, insolvency, reorganization or other laws
        of
        general application relating to or affecting the enforcement of creditors’
        rights generally and (ii) the effect of rules of law governing the
        availability of equitable remedies. The Purchaser has full power and authority
        to enter into this Agreement.

      


      4.2 Investment.
        The
        Purchaser is acquiring the Shares for investment for the Purchaser’s own account
        and not with the view to the public resale or distribution thereof within
        the
        meaning of the Securities Act, and such Purchaser has no present intention
        of
        selling, granting any participation in, or otherwise distributing the
        Securities. No other person has a direct or indirect beneficial interest,
        in
        whole or in part, in such Securities. The Purchaser understands that the
        Securities have not been registered under the Securities Act by reason of
        a
        specific exemption thereunder, which depends upon, among other things, the
        bona
        fide nature of the Purchaser’s investment intent as expressed
        herein.

      


      4.3 Relationship
        to Company; Sophistication; Experience.
        The
        Purchaser either (i) has a preexisting business or personal relationship
        with the Company and/or any of its officers, directors or controlling persons
        or
        (ii) such Purchaser, either alone or with his or her purchaser
        representative(s), has such knowledge and experience in financial and business
        matters that he is capable of evaluating the merits and risks of the prospective
        investment in the Shares. Each purchaser representative, if any, in connection
        with the Purchaser’s investment in the Securities, has confirmed in writing the
        specific details of any and all past, present or future relationships, actual
        or
        contemplated, between the Purchaser or the Purchaser’s affiliates and the
        Company or any of the Purchaser’s affiliates.

      


      
        
          
          

        

        
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      4.4 Restrictions
        on Transfer.
        The
        Purchaser acknowledges that the Securities must be held indefinitely unless
        subsequently registered under the Securities Act or the Company receives
        an
        opinion of counsel satisfactory to the Company that such registration is
        not
        required. The Purchaser is aware of the provisions of Rule 144 promulgated
        under
        the Securities Act which permit limited resale of stock purchased in a private
        placement subject to the satisfaction of certain conditions, including, among
        other things, the existence of a public market for the stock, the availability
        of certain current public information about the Company, the resale occurring
        not less than one year after a party has purchased and paid for the stock
        to be
        sold, the sale being through a “broker’s transaction” or a transaction directly
        with a “market maker” and the number of shares of the stock being sold during
        any three-month period not exceeding specified limitations. The Purchaser
        further acknowledges and understands that the Company may not be satisfying
        the
        current public information requirement of Rule 144 at the time the Purchaser
        wishes to sell the Securities and, if so, the Purchaser would be precluded
        from
        selling the Securities under Rule 144 even if the one year minimum holding
        period has been satisfied.

      


      4.5 No
        Public Market.
        The
        Purchaser understands that no public market now exists for the Securities,
        that
        there can be no assurance that a public market will ever exist for the
        Securities and that the Company is under no obligation to register the
        Securities.

      


      4.6 Exemption
        from Registration.
        The
        Purchaser further acknowledges that, in the event all of the requirements
        of
        Rule 144 are not met, compliance with another registration exemption will
        be
        required; and that, although Rule 144 is not exclusive, the staff of the
        SEC has
        expressed its opinion that persons proposing to sell private placement
        securities other than in a registered offering and other than pursuant to
        Rule
        144 will have a substantial burden of proof in establishing that an exemption
        from registration is available for such offers or sales, that such persons
        and
        the brokers who participate in the transactions do so at their own risk,
        and
        that, therefore, there is no assurance that any exemption from registration
        under the Securities Act will be available or, if available, will allow such
        person to dispose of, or otherwise transfer, all or any portion of the
        Securities.

      


      4.7 Access
        to Information.
        The
        Purchaser has had an opportunity to discuss the Company’s business, management
        and financial affairs with the Company’s management and the opportunity to
        inspect Company facilities and such books and records and material contracts
        as
        the Purchaser deemed necessary to its determination to purchase the
        Shares.

      


      4.8 Purchaser’s
        Liquidity.
        The
        Purchaser (i) has no need for liquidity in the Purchaser’s investment,
        (ii) is able to bear the substantial economic risks of an investment
        in the
        Securities for an indefinite period and (iii) at the present time,
        can
        afford a complete loss of such investment. The Purchaser’s current commitments
        to illiquid investments is not disproportionate to the Purchaser’s net worth,
        and the Purchaser’s investment in the Securities will not cause such commitment
        to become disproportionate.

      


      4.9 Offer
        and Sale.
        The
        Purchaser understands that the sale of the Securities has not been registered
        under the Securities Act in reliance upon an exemption therefrom. The Purchaser
        was not offered or sold the Securities, directly or indirectly, by means
        of any
        form of general solicitation or general advertisement, including (i) any
        advertisement, article, notice or other communication published in any
        newspaper, magazine or similar medium or broadcast over television or radio
        or
        (ii) any seminar or other meeting whose attendees had been invited
        by
        general solicitation or general advertising.

      


      
        
          
          

        

        
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      4.10 Risks.
        The
        Purchaser is aware that the Securities are highly speculative and that there
        can
        be no assurance as to what return, if any, there may be. The Purchaser is
        aware
        that the Company may issue additional securities in the future which could
        result in the dilution of the Purchaser’s ownership interest in the
        Company.

      


      4.11 Reliance.
        The
        Purchaser has relied only upon the information provided to him or her in
        writing
        by the Company, or information from books and records of the Company. No
        oral
        representations have been made or oral information furnished to Purchaser
        or his
        or her advisor(s) by the Company in connection with the offering of
        Shares which
        were not contained therein or were inconsistent therewith.

      


      4.12 Investment
        Entity.
        The
        Purchaser, if a corporation, partnership, trust or other entity, is authorized
        and otherwise duly qualified to purchase and hold the Securities; such entity
        has its principal place of business as set forth on the signature page hereof;
        and such entity has not been formed for the specific purpose of acquiring
        the
        Shares. The Purchaser, if an individual, is at least 21 years of age.


      


      4.13 Accredited
        Investor.
        The
        Purchaser is an accredited investor as defined in Rule 501(a) of Regulation
        D
        promulgated under the Securities Act. 

      


      4.14 Foreign
        Purchasers.
        If the
        Purchaser is not a citizen of the U.S. such Purchaser hereby represents that
        such Purchaser is satisfied as to the full observance of the laws of such
        Purchaser’s jurisdiction in connection with any invitation to subscribe for the
        Securities or any use of this Agreement, including (i) the legal requirements
        with such Purchaser’s jurisdiction for the purchase of the Securities, (ii) any
        foreign exchange restrictions applicable to such purchase, (iii) any
        governmental or other consents that may need to be obtained, and (iv) the
        income tax and other tax consequences, if any, which may be relevant to the
        purchase, holding, redemption, sale, or transfer of the Securities. Such
        Purchaser’s subscription and payment for, and continued ownership of, the
        Securities will not violate any applicable securities or other laws of such
        Purchaser’s jurisdiction. 

      


      SECTION
        5

      


      CONDITIONS TO PURCHASERS’
        OBLIGATIONS AT CLOSING

      


      The
        obligations of each Purchaser under Section 2 of this Agreement are
        subject
        to the fulfillment or waiver, on or before the Closing, of each of the following
        conditions: the waiver of which shall not be effective against any Purchaser
        unless waived by the Purchaser’s of more than fifty percent (50%) of the
        Shares sold
        at
        any Closing, which consent may be given by written, oral or telephone
        communication to the Company or its counsel:

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      5.1 Representations and Warranties True.
        Each of
        the representations and warranties of the Company contained in
        Section 3
        shall
        have been true and correct in all material respects when made and shall be
        true
        and correct in all material respects on and as of the Closing Date with the
        same
        effect as though such representations and warranties had been made on and
        as of
        the Closing Date.

      


      5.2 Performance
        of Obligations; Consents and Waivers.
        The
        Company shall have performed and complied in all material respects with all
        agreements, obligations and conditions contained in this Agreement that are
        required to be performed or complied with by it on or before the Closing
        Date
        and shall have obtained all approvals, consents and qualifications necessary
        to
        complete the purchase and sale described herein. 

      


      5.3 Rights
        Agreement.
        The
        Purchasers and the Company shall have entered into the Rights Agreement in
        substantially the form attached hereto as Exhibit C.
        

      


      5.4 Liens
        and Indebtedness.
        The
        Company will successfully restructure the financings held by Capital Growth
        Financial and Elevation Fund such that each outstanding indebtedness will
        have
        its expiration delayed by 120 days from the date of the original agreement
        for
        each party’s debt instrument.

      


      5.5 Board
        of Directors.
        Effective as of the Closing, the Board of Directors shall consist of five
        (5)
        authorized directors. As of the Closing, the Board shall consist of Gary
        De
        Laurentiis, an individual selected by Gary de Laurentiis, Chester Aldridge,
        David Baker or his nominee and Lance J. Baller.

      


      5.6 Compliance
        Certificate.
        The
        Company shall have delivered to the Purchasers a certificate dated as of
        the
        Closing, signed by the Company’s President, certifying that all the conditions
        set forth in this Section 5 have been satisfied, and stating that there shall
        have been no adverse change in the business, affairs, operations, properties,
        assets or conditions of the Company since the date of the Financial
        Statements.

      


      5.7 Closing
        Documents.
        The
        Company shall have delivered to counsel for the Purchasers all of the following
        documents:

      


      (a) Certified
        copies of the resolutions duly adopted by the Company’s board of directors
        authorizing the execution, delivery and performance of the Transaction
        Documents, and each of the other agreements contemplated hereby, the issuance
        and sale of the Securities and the consummation of all other transactions
        contemplated by this Agreement;

      


      (b) Certified
        copies of the Company’s Charter and
        the
        Company’s bylaws, each as in effect as of the Closing; and 

      


      (c) Certificates
        of good standing issued by the secretary of state for each state where the
        Company is authorized to do business.

      


      5.8 Right
        of First Offer Agreement.
        The
        Company shall have delivered a Right of First Offer Agreement to Tiger Paw
        Capital Corp.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      5.9 Consulting
        Agreements.
        The
        Company shall enter into a consulting agreement with the following individuals:
        (i) Chester Aldridge, (ii) Joe Abrams, and (iii) David Baker substantially
        in
        the form attached hereto as Exhibit
        D.

      


      SECTION
        6

      


      CONDITIONS
        TO COMPANY’S OBLIGATIONS AT CLOSING

      


      The
        Company’s obligation to sell and issue the Shares at the Closing is subject to
        the fulfillment of the following conditions, any of which may be waived by
        the
        Company:

      


      6.1 Representations
        and Warranties.
        The
        representations and warranties made by each Purchaser in Section 4
        hereof
        shall have been true and correct when made and shall be true and correct
        on the
        Closing Date as if made on and as of such Closing Date. 

      


      6.2 Consents
        and Waivers.
        The
        Company shall have obtained any and all consents and waivers necessary or
        appropriate for consummation of the transactions contemplated by this
        Agreement.

      


      6.3 Rights
        Agreement.
        The
        Purchasers and the Company shall have entered into the Rights Agreement in
        substantially the same form attached hereto as Exhibit C.

      


      SECTION
        7

      


      RESTRICTIONS
        ON TRANSFERABILITY OF SECURITIES

      


      7.1 Restrictions
        on Transferability.
        The
        Securities shall not be transferable except upon the conditions specified
        in
        this Section 7. The Purchaser will cause any proposed transferee of
        the
        Securities held by the Purchaser to agree to take and hold such Securities
        subject to the provisions and upon the conditions specified in this
        Section 7.

      


      7.2 Restrictive
        Legends.
        Each
        certificate representing the Securities, and any other securities issued
        in
        respect of the Securities upon any stock split, stock dividend,
        recapitalization, merger, consolidation or similar event (except as otherwise
        permitted by the provisions of this Section 7), shall be stamped or
        otherwise imprinted with legends in substantially the following
        form:

      


      (a) “THE
        SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
        OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
        SUCH
        ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144
        UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER
        OF
        THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH
        SALE,
        TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
        PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.”

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      (b) Any
        other
        legends required by applicable state securities laws.

      


      The
        Company need not register a transfer of legended Securities and may also
        instruct its transfer agent not to register the transfer of the Securities,
        unless the conditions specified in each of the foregoing legends are
        satisfied.

      


      7.3 Removal
        of Legend and Transfer Restrictions.
        Any
        legend endorsed on a certificate pursuant to subsection 7.2(a) and the stop
        transfer instructions with respect to such legended Securities shall be removed,
        and the Company shall issue a certificate without such legend to the holder
        of
        such Securities, if such Securities are registered under the Securities Act
        and
        a prospectus meeting the requirements of Section 10 of the Securities
        Act
        is available or if such holder satisfies the requirements of Rule
        144(k).

      


      SECTION
        8

      


      MISCELLANEOUS

      


      8.1 Entire
        Agreement; Amendment.
        This
        Agreement and the exhibits to this Agreement constitute the full and entire
        understanding and agreement between the parties with regard to the subjects
        hereof and thereof, and any and all other written or oral agreements relating
        to
        the subject matter hereof existing between the parties hereto are expressly
        superseded hereby. Any term of this Agreement may be amended and the observance
        of any term of this Agreement may be waived (either generally or in a particular
        instance and either retroactively or prospectively) only with the written
        consent of the party against whom enforcement of any such amendment or waiver
        is
        sought; provided, however, that the beneficial owners of a majority of the
        Securities then outstanding may, with the Company’s written consent, execute
        such amendment or waiver on behalf of all of the Purchasers other than any
        Purchaser that the amendment or waiver treats in a materially adverse manner
        relative to the other Purchasers. Any amendment or waiver effected in accordance
        with this Section 8.1 shall be binding upon the Company and the Purchaser
        and each future holder of the securities purchased hereunder. 

      


      8.2 Governing
        Law.
        This
        Agreement shall be governed in all respects by the internal laws of the State
        of
        California, without reference to principles of choice of law.

      


      8.3 Survival.
        Unless
        otherwise set forth in this Agreement, the representations, warranties covenants
        and agreements made herein shall survive the execution and delivery of this
        Agreement and the Closing for a period of one (1) year following the Closing.
        

      


      8.4 Successors
        and Assigns.
        Except
        as otherwise provided herein, 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.

      


      8.5 Notices,
        Etc.
        All
        notices and other communications required or permitted hereunder shall be
        in
        writing and shall be deemed effectively given (i) upon actual delivery to
        the
        party to be notified, (ii) 24 hours after confirmed facsimile transmission,
        or
        (iii) one business day after deposit with a recognized overnight courier,
        addressed (a) if to the Purchaser, at the Purchaser’s address set forth on
        the Schedule of Purchasers, or at such other address as the Purchaser shall
        have
        furnished to the Company in writing upon 10 days’ notice, (b) if to any
        other holder of any Securities, at such address as such holder shall have
        furnished the Company in writing upon 10 days’ notice or, until any such holder
        so furnishes an address to the Company, to and at the address of the last
        holder
        of such Securities who has so furnished an address to the Company or (c) if
        to the Company, at the address set forth in the signature page, or at such
        other
        address as the Company shall have furnished to the Purchaser upon 10 days’
        notice. 

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      8.6 Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        enforceable against the parties actually executing such counterparts, and
        all of
        which together shall constitute one instrument.

      


      8.7 Titles
        and Subtitles; References.
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this Agreement. All
        references in this Agreement to sections, paragraphs, exhibits and schedules
        shall, unless otherwise provided, refer to sections and paragraphs hereof
        and
        exhibits and schedules attached hereto, all of which exhibits and schedules
        are
        incorporated herein by this reference.

      


      8.8 No Finder’s Fees.
        Each
        party represents that it neither is nor will be obligated for any finder’s or
        broker’s fee or commission in connection with this transaction. Each Purchaser
        agrees to indemnify and to hold harmless the Company from any liability for
        any
        commission or compensation in the nature of a finders’ or broker’s fee (and any
        asserted liability) for which the Purchaser or any of its officers, partners,
        employees, or representatives is responsible. The Company agrees to indemnify
        and hold harmless each Purchaser from any liability for any commission or
        compensation in the nature of a finder’s or broker’s fee (and any asserted
        liability) for which the Company or any of its officers, employees or
        representatives is responsible.

      


      8.9 Severability.
        If one
        or more provisions of this Agreement are held to be unenforceable under
        applicable law, the parties agree to renegotiate such provision in good faith.
        In the event that the parties cannot reach a mutually agreeable and enforceable
        replacement for such provision, then such provision(s) shall be excluded
        from
        this Agreement and the balance of the Agreement shall be interpreted as if
        such
        provision(s) were so excluded and shall be enforceable in accordance with
        its
        terms.

      


      8.10 Expenses.
        The
        Company shall bear all respective fees and expenses, including legal fees
        incurred in connection with the negotiation and consummation of this Agreement.
        The Company shall pay the reasonable fees and expenses of DLA Piper Rudnick
        Gray
        Cary LLP US, up to a maximum of $2,500.00, incurred with respect to the
        negotiation, execution, delivery and performance of this Agreement; provided
        that such fees and expenses are presented to the Company in a reasonably
        detailed invoice.

      


      8.11 Delays
        or Omissions.
        No
        delay or omission to exercise any right, power or remedy accruing to any
        Purchaser, upon any breach or default of the Company under this Agreement,
        shall
        impair any such right, power, or remedy, nor shall it be construed to be
        a
        waiver of any such breach or default, or any acquiescence therein, or of
        or in
        any similar breach or default thereafter occurring; nor shall any waiver
        of any
        single breach or default be deemed a waiver of any other breach or default
        theretofore or thereafter occurring. It is further agreed that any waiver,
        permit, consent or approval of any kind of character on a Purchaser’s part of
        any breach or default under this Agreement, or any waiver on a Purchaser’s part
        of any provisions or conditions of this Agreement must be in writing and
        shall
        be effective only to the extent specifically set forth in such writing and
        that
        all remedies, either under this Agreement, or by law or otherwise afforded
        to a
        Purchaser, shall be cumulative and not alternative.

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      8.12 Attorney
        Fees.
        Notwithstanding any other provision herein, if any action at law or in equity
        is
        necessary to enforce or interpret the terms of this Agreement or the exhibits
        hereto, the prevailing party shall be entitled to reasonable attorneys’ fees,
        costs and disbursements in addition to any other relief to which such party
        may
        be entitled.

      


      8.13 Exculpation
        Among Purchasers.
        Each
        Purchaser acknowledges that it is not relying upon any person, firm or
        corporation, other than the Company and its officers and directors, in making
        its investment or decision to invest in the Company. Each Purchaser agrees
        that
        no Purchaser nor the respective controlling persons, officers, directors,
        partners, agents, or employees of any Purchaser shall be liable to any other
        Purchaser for any action heretofore or hereafter taken or omitted to be taken
        by
        any of them in connection with the purchase of the Securities.

      


      8.14 Confidentiality.
        This Agreement and all of its terms are confidential, and said confidentiality
        is of the essence of this Agreement. Accordingly, the parties hereto and
        their
        agents, attorneys, advisors and assigns shall keep confidential and not
        disclose, publicize, or knowingly permit, authorize, or instigate disclosure
        or
        publication of this Agreement or its terms or contents to any person, firm,
        organization, or entity of any type, whether public or private, for any reason,
        except to attorneys, accountants and other advisors or as required by law.
        

       

      [REMAINDER
        OF THIS PAGE INTENTIONALLY LEFT BLANK]

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, the parties hereto have executed this Common Stock Purchase
        Agreement as of the date first set forth above.

      
        
          	 	 	 
	 	 	 
	 	ITEC
                  ENVIRONMENTAL GROUP, INC.,
a Delaware Corporation
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                  

                    
	 	Name: 	 
	 	 	
                  

                    
	 	Title: 	 
	 	 	
                  

                    
	 	Address: 	 
	 	
                  

                   
	 	
                  
  
	 	
                  

                    


        



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      COUNTERPART
        SIGNATURE PAGE TO

      COMMON
        STOCK PURCHASE AGREEMENT


      
        
          	
                	 	 
	 	 	 
	 	PURCHASER:
	 
 	 
 	 
 
	 	Name:  	 
	 	 	
                  
(Please
                  print or type)  
	 	 	 
	 	Signature: 	 
	 	 	
                  

                    
	 	Address: 	 
	 	 	
                  

                    
	 	 	
                  

                    
	 	Facsimile: 	 
	 	
                  

                   


        




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBITS

      


      


      Exhibit
        A
        - Schedule of Purchasers

      Exhibit
        B
        - Schedule of Exceptions

      Exhibit
        C
        - Investor Rights Agreement

      Exhibit
        D
        - Consulting Agreement

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        A

      


      SCHEDULE
        OF PURCHASERS

      
        	 	 	 	 	 
	
                Name
                  and Address

              	 	
                No.
                  of Shares

              	 	
                Aggregate
Purchase
                  Price

              
	 	 	 	 	 
	
                Tiger
                  Paw Capital Corp.

                Address:
                  1802 16th
                  Street SW

                Calgary,
                  Alberta, Canada

              	 	
                1,192,857

              	 	
                $167,000

              
	 	 	 	 	 
	
                Total

              	 	
                1,192,857

              	 	
                $167,000

              


      

      


      


      
        	
                Name
                  and Address

              	 	
                No.
                  of Option Shares

              	 	
                Aggregate

                Option
                  Price

              
	 	 	 	 	 
	
                Tiger
                  Paw Capital Corp.

                Address:
                  1802 16th
                  Street SW

                Calgary,
                  Alberta, Canada

              	 	
                9,521,429

              	 	
                $1,333,000

                 

              
	 	 	 	 	 
	
                Total

              	 	
                9,521,429

              	 	
                $1,333,000

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        B

      


      SCHEDULE
        OF EXCEPTIONS

      


      3.3
        (b)
Company
        Stock and Warrants

      


      See
        capitalization Table which Company believes is accurate and without material
        omission.

      


      3.3
        (b)
Stock
        Option Plan

      


      Company
        adopted an Employee Stock Option Plan in 2005 which authorized 15,000,000
        shares
        for employee compensation programs. None of these shares have been issued
        or
        options granted thereon.

      


      
        	
                3.8

              	
                Registration
                  Rights

              


      

       

      See
        attached Schedule 3.8.

      


      
        	
                3.13

              	
                Liens
                  on Assets

              


      

      


      (a) In
        connection with a loan to Company in the amount of $2,000,000 from the
        California Integrated Waste Management Board (CIWMB), the Company has granted
        to
        the CIWMB a first position lien in all Company equipment.

      


      In
        connection with a loan to Company in the amount of $600,000 from The Elevation
        Fund LLC, the Company granted a second position lien in all Company equipment
        and a blanket lien on all other assets.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
        3.8: ITEC WARRANTS

      
        
          	 	 	 	 	 	 	 	 	 	 
	
                  #

                	
                   

                	
                  Name

                	
                   

                	
                  #
                    of shares

                	
                   

                	
                  Registration
                    Rights

                	
                   

                	
                  Date

                	
                   

                
	
                  1

                	
                   

                	
                  G.
                    DeLaurentiis

                	
                   

                	
                  2,457,370

                	
                   

                	
                  Piggy
                    Back

                	
                   

                	
                  2/15/05

                	
                   

                
	
                  2

                	
                   

                	
                  G.
                    DeLaurentiis

                	
                   

                	
                  2,000,000

                	
                   

                	
                  Piggy
                    Back

                	
                   

                	
                  4/15/05

                	
                   

                
	
                  3

                	
                   

                	
                  J.
                    Chartier

                	
                   

                	
                  1,000,000

                	
                   

                	
                  Piggy
                    Back

                	
                   

                	
                  4/15/05

                	
                   

                
	
                  4

                	
                   

                	
                  D.
                    Otto

                	
                   

                	
                  500,000

                	
                   

                	
                  Piggy
                    Back

                	
                   

                	
                  4/15/05

                	
                   

                
	
                  5

                	
                   

                	
                  F.
                    Smith

                	
                   

                	
                  250,000

                	
                   

                	
                  Piggy
                    Back

                	
                   

                	
                  4/15/05

                	
                   

                
	
                  6

                	
                   

                	
                  G.
                    Gitschel

                	
                   

                	
                  500,000

                	
                   

                	
                  Piggy
                    Back

                	
                   

                	
                  4/21/05

                	
                   

                
	
                  7

                	
                   

                	
                  G.
                    Kankis

                	
                   

                	
                  500,000

                	
                   

                	
                  Piggy
                    Back

                	
                   

                	
                  4/21/05

                	
                   

                
	
                  8

                	
                   

                	
                  Dormition
                    Skete

                	
                   

                	
                  100,000

                	
                   

                	
                  None

                	
                   

                	
                  6/8/05

                	
                   

                
	
                  9

                	
                   

                	
                  Isabella
                    Chave Fisher Trust

                	
                   

                	
                  500,000

                	
                   

                	
                  None

                	
                   

                	
                  6/8/05

                	
                   

                
	
                  10

                	
                   

                	
                  Dormition
                    Skete

                	
                   

                	
                  1,000,000

                	
                   

                	
                  None

                	
                   

                	
                  7/1/05

                	
                   

                
	
                  11

                	
                   

                	
                  Isabella
                    Chave Fisher Trust

                	
                   

                	
                  500,000

                	
                   

                	
                  None

                	
                   

                	
                  6/30/05

                	
                   

                
	
                  12

                	
                   

                	
                  Royal
                    Mortgage Corp

                	
                   

                	
                  300,000

                	
                   

                	
                  Piggy
                    Back

                	
                   

                	
                  7/11/05

                	
                   

                
	
                  13

                	
                   

                	
                  Elevation
                    Fund

                	
                   

                	
                  8,500,000

                	
                   

                	
                  See
                    *

                	
                   

                	
                  8/1/05

                	
                   

                
	
                  14

                	
                   

                	
                  CGF
                    Fund I

                	
                   

                	
                  1,418,439

                	
                   

                	
                  See
                    *

                	
                   

                	
                  8/4/05

                	
                   

                
	
                  15

                	
                   

                	
                  Isabella
                    Chave Fisher Trust

                	
                   

                	
                  500,000

                	
                   

                	
                  None

                	
                   

                	
                  8/19/05

                	
                   

                
	
                  16

                	
                   

                	
                  Isabella
                    Chave Fisher Trust

                	
                   

                	
                  320,000

                	
                   

                	
                  None

                	
                   

                	
                  9/19/05

                	
                   

                
	
                  17

                	
                   

                	
                  Isabella
                    Chave Fisher Trust

                	
                   

                	
                  300,000

                	
                   

                	
                  None

                	
                   

                	
                  8/19/05

                	
                   

                
	
                  18

                	
                   

                	
                  Isabella
                    Chave Fisher Trust

                	
                   

                	
                  40,000

                	
                   

                	
                  None

                	
                   

                	
                  8/19/05

                	
                   

                
	 	 	 	 	 	 	 	 	 	 


        

         

        IN
          PROCESS OF DRAFTING: NEXT RESOLUTION

         

        
          
            	
                    #

                  	
                     

                  	
                    Name

                  	
                     

                  	
                    #
                      of Shares

                  	
                     

                  	
                    Registration
                      Rights

                  	
                     

                  
	
                    19

                  	
                     

                  	
                    Brean
                      Murray

                  	
                     

                  	
                    850,000

                  	
                     

                  	
                    1
                      demand and unlimited piggy back

                  	
                     

                  
	
                    20

                  	
                     

                  	
                    D.
                      Otto

                  	
                     

                  	
                    1,000,000

                  	
                     

                  	
                    Piggyback

                  	
                     

                  
	
                    21

                  	
                     

                  	
                    G.
                      DeLaurentiis

                  	
                     

                  	
                    19,500,000

                  	
                     

                  	
                    Piggyback

                  	
                     

                  
	
                    22

                  	
                     

                  	
                    Saratoga
                      Capital Partners  

                  	
                     

                  	
                    500,000

                  	 	Piggyback 	 
	
                    23

                  	
                     

                  	
                    F.
                      Smith

                  	
                     

                  	
                    250,000

                  	
                     

                  	
                    Piggyback

                  	
                     

                  
	
                    24

                  	
                     

                  	
                    G.
                      Gitschel

                  	
                     

                  	
                    500,000

                  	
                     

                  	
                    Piggyback

                  	 
	 	 	 	 	 	 	 	 


          

        

      

    

    
      
         

        
          NOT
            IN POSSESSION OF EXECUTED COPY: SENT TO ITEC

           

          
            
              
                	
                      	
                         

                      	KW
                        Securities	
                         

                      	
                        100,000

                      	
                         

                      	
                        See
                          *

                      	
                         

                      


              

            

             

          

          
OPTION
            TO RECEIVE WARRANTS: CGF INDIVIDUAL INVESTORS

           

          
            
              
                	XX	
                         

                      	Individual
                        Investors1 	
                         

                      	
                        500,000

                      	
                         

                      	
                        See
                          *

                      	
                         

                      


              

            

             

          

        

        *
           The
          Company shall prepare and, as soon as practicable, but in no event later
          than 75
          days following the closing date of the Private Placement (the “Filing
          Deadline”),
          file
          with the Securities and Exchange Commission (the “SEC”)
          a
          registration statement on Form SB-2 covering the resale of all shares of
          Common
          Stock underlying the Warrant (the “Registrable
          Securities”).

      

    

    
      
      

      
        
          

        

        1 If
          the
          Loan is not converted into common stock pursuant to the Promissory Notes,
          identified above as Capital Growth Financial Investors, Itec shall issue
          to the
          lenders on
          a
pro-rata
          basis warrants to purchase in the aggregate 500,000 shares of common stock
          of
          Itec, at an exercise price of $0.13 per share. 

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        C

      


      INVESTOR
        RIGHTS AGREEMENT

      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        D

      


      CONSULTING
        AGREEMENT