EMPLOYMENT AGREEMENT

This Employment Agreement dated as of July 31, 2006 (“ Agreement ”) is made by and between Itec Environmental Group, Inc. , a corporation duly organized and existing under the laws of the State of Delaware (the “ Company ”), and Rodney S. Rougelot (“ Executive ”) (referred to collectively herein as the “ Parties ”).

WHEREAS, the Company desires to hire Executive and Executive desires to become employed by the Company; and

WHEREAS, the Company and Executive have determined that it is in their respective best interest to enter into this Agreement on the terms and conditions as set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.   Nature of Agreement . Any and all prior oral understandings, offers, and/or representations (if any) with respect to the employment of Executive are deemed by the parties to be either canceled and void and/or are deemed to be superseded by this final written Agreement.

2.   Employment Terms and Duties .

2.1.   Term of Employment . The employment of Executive under this Agreement shall be deemed to have commenced on August 1, 2006 or such later date as the company satisfied to the reasonable satisfaction of Executive the conditions set for on Schedule 2.1 hereto (the “ Effective Date ”), and shall continue until terminated in accordance with Section 6 hereof (the “ Employment Term ”).

2.2.   Location . Executive agrees that he shall carry out his duties and obligations under the terms of this Agreement at: (a) such reasonably configured premises within the State of California as shall be identified by Executive (which shall, during the Employment Term, be rented by the Company for use hereunder by Executive), or (b) the Company’s principal office in Riverbank, California, as reasonably required by the Company from time to time.

2.3.   Position and Primary Responsibility .

(a)   It is understood that Executive shall serve as (i) President and Chief Executive Officer, and (ii) as a Director of the Company. Contemporaneously with the execution and delivery of this Agreement, the Company shall effectuate all such action as shall be required to procure the appointment of Executive as President and Chief Executive Officer, and as a member of the Board of Directors, of the Company.

(b)   Executive, as Chief Executive Officer, shall have general supervision, direction and control of the business and affairs of the Company. Accordingly, all officers of the Company other than the Chief Executive Officer shall perform their duties under the direction of, and subject to, the authority of the Chief Executive Officer.

(c)   In connection with the employment of Executive, Executive shall have all of the powers and duties of the Chief Executive Officer, as prescribed by the Bylaws of the Company in effect on the date hereof; and, without limitation, shall have general supervision, direction and control of the business and affairs of the Company, and of each and every subsidiary of the Company, and discretionary power, subject to board approval, to hire officers of the Company and its subsidiaries. The Company agrees that, during the Employment Term, neither the Restated Certificate of Incorporation, nor the Bylaws, of the Company shall at any time be amended in a manner inconsistent with the foregoing or the additional provisions of this Agreement.

2.4.   Exclusivity . Executive agrees to devote his full time, attention, energies, solely and exclusively in the performance of his duties under the terms of this Agreement. However, the expenditure of reasonable amounts of time for educational, charitable, or professional activities shall not be deemed a breach of this Agreement if those activities do not materially interfere with the services required under this Agreement, and shall not require the prior written consent of the Company’s Board of Directors. This Agreement shall not be interpreted to prohibit Executive from making passive personal investments or conducting private business affairs, or serving on the boards of directors of other companies or other entities, if those activities do not materially interfere with the services required under this Agreement and do not violate Sections 5.1, 9 and 11 of this Agreement.

3.   Compensation .

3.1.   Base Salary . In consideration for the services rendered to the Company hereunder by Executive, the Company shall, during his employment, pay Executive a salary at the annual rate of Three Hundred Thousand Dollars ($300,000.00) (as may be adjusted pursuant to section 3.5, the “ Base Salary ”), less statutory deductions and withholdings, payable to Executive on a bi-monthly basis. In the event that the Company hires a chief operating officer (“ COO ”) with an annual base salary that exceeds Two Hundred Seventy Three Thousand Dollars ($273,000.00), Executive’s Base Salary shall be increased to be at least 10% more than the COO’s base salary. For purposes of clarity, in no event shall Executive’s Base Salary be decreased pursuant to the preceding sentence.

3.2.   Payment . All compensation payable to Executive hereunder shall be subject to all applicable state and federal employment law(s); it being understood that Executive shall be responsible for the payment of all taxes resulting from a determination that any portion of the compensation and/or benefits paid/received hereunder is a taxable event to Executive; it being further understood that Executive shall hold the Company harmless from any governmental claim(s) for Executive’s personal tax liabilities, including interest or penalties, arising from any failure by Executive to pay his individual taxes when due.

3.3.   Reimbursement of Expenses . During the Employment Term, the Company shall reimburse Executive for all reasonable and necessary expenses incurred by Executive while performing his duties under this Agreement in accordance with the Company’s customary practices for its executive employees, subject to provision by Executive of documentation reasonably satisfactory to the Board of Directors. The Company further agrees to provide Executive with a laptop computer and such other further technological tools and services as Executive may reasonably request in performing his duties under this Agreement.

3.4.   Cash Bonuses . Executive shall have a bonus entitlement during each calendar year (or portion thereof) of the Employment Term of up to one hundred percent (100%) of his Base Salary for such year (or portion thereof). Within thirty (30) days of the Effective Date, the Company and Executive shall concur, within their respective reasonable discretion, on the criteria and procedures applicable to establishment of Executive’s entitlement to such amount for the then current calendar year; and, thereafter, within thirty (30) days prior to the commencement of each calendar year of the Employment Term, the Company and Executive shall concur, within their respective reasonable discretion, on the criteria and procedures applicable to establishment of Executive’s entitlement to such amount for the ensuing calendar year. Such criteria shall include, without limitation: (i) specified revenue targets for the Company during the applicable period; (ii) specified EBITDA targets for the Company during the applicable period (as defined pursuant to consensus between the Company and Executive); and (iii) such additional specified targets as the Company and Executive mutually determine. Any such cash bonuses shall be paid by the Company no later than March 15 of the taxable year commencing after the year in which the Executive’s right to such payment becomes vested.

3.5.   Compensation Review . It is understood and agreed that Executive’s performance will be reviewed by the Company’s Board of Directors at the end of each calendar year during which this Agreement is in force for the purpose of determining whether or not Executive’s Base Salary and/or cash bonuses should be increased; it being further understood that the decision to increase Executive’s compensation shall be at the sole and exclusive option of the Board of Directors.

3.6.   Equity Awards .

(a)   The Executive shall be entitled to a combination of (x) restricted grants of common stock, $.0.001 par value (“ Common Stock ”), of the Company and (y) grants of “incentive stock options” (as defined under Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”)), exercisable over a period of ten (10) years after grant with respect to shares of Common Stock, in the aggregate covering the lower of (i) eight percent (8%) of the Common Stock Equivalents (as defined below) or (ii) twenty eight million (28,000,000) shares of Common Stock (the “ Executive Shares ”) (such number of shares appropriately adjusted for any subsequent stock dividends, stock splits, combinations, reclassifications and the like), as required by this Section 3.6 and subject to adjustment as set forth in Section 3.6(d) below on the first anniversary of the Effective Date (the “ True Up Date ”). Executive shall be entitled to receive additional equity awards (the “ Additional Equity Awards ”) in accordance with Schedule A, attached hereto and incorporated herein. Any Additional Equity Awards shall be disregarded for all purposes under this Section 3.6, including, but not limited to any adjustments to the number of Executive Shares issued or issuable to Executive hereunder. For purposes hereof, “ Common Stock Equivalents ” shall  mean the number of shares of Common Stock then outstanding, plus the total maximum aggregate number of shares that are issuable pursuant to any rights to subscribe for or purchase, and any options or warrants for the purchase of, shares of Common Stock, plus the total maximum aggregate number of shares that are issuable pursuant to any stock or securities convertible into or exchangeable for shares of Common Stock and any options or warrants therefor (all of the foregoing calculated after giving effect to the operation of any and all provisions designed to protect against dilution contained in securities theretofore issued and other obligations theretofore entered into by the Company directly or indirectly triggered as a result of consummation of the transactions contemplated hereunder or any other event or circumstance).

(b)   Promptly after the execution and delivery of this Agreement, the Company, at its expense, shall engage an independent appraiser mutually satisfactory to the Company and Executive, in their respective reasonable discretion, to determine the fair market value per share (the “ Appraised Value ”) of Common Stock issuable to Executive under this Section 3.6, as at the respective dates of issuance of, respectively, of the Restricted Shares, the Initial Options and the Additional Options (as those terms are defined below). As soon as practicable after determination of the initial Appraised Value, but in any event within thirty (30) days of the date of this Agreement (such date of issuance, the “ Original Issue Date ”) , the Company shall issue and deliver to Executive the following equity awards:

(x)   A number of shares of Common Stock (the “ Restricted Shares ”), as determined by Executive with an aggregate Appraised Value of up to Seven Hundred Fifty Thousand ($750,000.00), such shares to be subject to repurchase by the Company at a purchase price per share equal to the Taxable Amount Per Share (as defined below). ; “ Taxable Amount Per Share ” shall mean the quotient obtained by dividing (i) product of (1) the aggregate amount of income tax that Executive realizes pursuant to applicable federal, state and local tax laws as a result of receipt of the Restricted Shares multiplied by (2) Executive’s marginal tax rate with respect to such income under applicable federal, state and local tax laws, divided by (ii) the total number of Restricted Shares issued to Executive (as appropriately adjusted to reflect stock splits, stock dividends and the like).

(y)   If the Restricted Shares do not equal eight percent (8%) of the Common Stock Equivalents outstanding on the Original Issue Date, then the Company shall issue incentive stock options (the “ Initial Options ”) exercisable, over a period of ten years after grant at a price per share equal to the Appraised Value per share of Common Stock on the date of grant, determined by such appraiser as aforesaid, exercisable for that number of shares of Common Stock (the “ Initial Option Shares ”) equal to the difference obtained by subtracting (i) the number of Restricted Shares from (ii) that number of shares equal to eight percent (8%) of the Common Stock Equivalents outstanding on the Original Issue Date. The Initial Options shall also be subject to such additional terms and conditions (without, however, any additional conditions to exercisability as aforesaid) as shall be mutually acceptable to the Company and Executive, in their respective reasonable discretion.

(z)   The Restricted Shares and Initial Options (if any) shall vest on the following schedule (i) the number of Restricted Shares equal to two percent (2%) of the total number of Common Stock Equivalents outstanding on the Original Issue Date shall vest immediately upon issuance (the “ Initially Vested Shares ”); (ii) if the Financing (as defined below) is completed prior to the True Up Date, then that number of Restricted Shares (or all of the remaining unvested Restricted Shares that Executive then holds if such number is less than two percent (2%) of the total number of Common Stock Equivalents outstanding on such date) plus Initial Options (if the remaining unvested Restricted Shares that Executive then holds is less than two percent (2%) of the total number of Common Stock Equivalents outstanding on such date), in the aggregate, equaling two percent (2%) of the total number of Common Stock Equivalents outstanding on and as of the closing date of the Financing shall vest on such date; (iii) the number of Restricted Shares (or all of the remaining unvested Restricted Shares that Executive then holds if such number is less than two percent (2%) of the total number of Common Stock Equivalents outstanding on such date) plus Initial Options (if the remaining unvested Restricted Shares that Executive then holds is less than two percent (2%) of the total number of Common Stock Equivalents outstanding on such date), in the aggregate, equaling two percent (2%) of the total number of Common Stock Equivalents outstanding on and as of the True Up Date shall vest on such date and (iv) any remaining unvested Restricted Shares and Initial Options as of the True Up Date shall vest ratably on a monthly basis such that all of the remaining unvested Restricted Shares and Initial Options shall be fully vested on the second anniversary of the Effective Date (provided that all of the unvested Restricted Shares and Initial Options shall become fully vested upon a “Change-of-Control” (as defined below).

(c)   In the event that the Company does not complete a Financing (as defined below) prior to the True Up Date, Executive shall forfeit (in accordance with Section 3.6(d)(y) below) rights to that number of Executive Shares , if any, necessary to reduce the total amount of Executive Shares subject to this Agreement to six percent (6%) of the Common Stock Equivalents on the True Up Date. “ Financing ” shall mean any transaction or series of transactions that close on or prior to the True Up Date in which the Company receives at least Eight Million Dollars ($8,000,000) (or such other amount as mutually agreed upon dollar amount by the Parties). In addition, the Restricted Shares other than the Initially Vested Shares shall be subject to an irrevocable proxy exercisable by the Board of Directors of the Company (with Executive abstaining) until the earlier to occur of (i) the closing of the Financing, or (ii) the True Up Date.

(d)   Subject to Section 3.6(c) above, on the True Up Date the total number of Executive Shares shall be adjusted pursuant to this Section 3.6(d) (the “ True Up ”) so that after giving effect to the True Up the Executive Shares shall represent either (i) eight percent (8%) of the Common Stock Equivalents outstanding on the True Up Date if the Financing has closed by such date or (ii) six percent (6%) of the Common Stock Equivalents outstanding on the True Up Date if the Financing has not closed by such date.

(x)   In the event that Executive is entitled to receive additional Executive Shares pursuant to the True Up, the Company shall grant Executive additional incentive stock options (the “ Additional Options ”) exercisable, over a period of ten (10) years after grant at a price per share equal to the fair market value per share of Common Stock on the date of grant determined by the appraiser as aforesaid, with respect to a number of shares of Common Stock (the “ Additional Option Shares ”) equal to the difference, if any, obtained by subtracting (x) the sum of the number of Restricted Shares plus the Initial Option Shares from (y) a number of shares that equals eight percent (8%) of the Common Stock Equivalents outstanding on the True Up Date if the Financing has closed by such date or six percent (6%) of the Common Stock Equivalents outstanding on the True Up Date if the Financing has not closed by such date. The Additional Options shall vest and become exercisable on a monthly basis such that the Additional Options shall be fully vested on the second anniversary of the Effective Date (provided that all such options shall become immediately exercisable upon a Change-of Control), such options to be subject to such additional terms and conditions as heretofore determined with respect to the Initial Options, applied mutatis   mutandis . 

(y)   In the event that number of Executive Shares are to be reduced pursuant to the True Up, Executive shall forfeit Initial Options and/or Restricted Shares representing the right to purchase the difference obtained from subtracting (x) a number of shares that equals eight percent (8%) of the Common Stock Equivalents outstanding on the True Up Date if the Financing has closed by such date or six percent (6%) of the Common Stock Equivalents outstanding on such date if the Financing has not closed by such date from (y) the sum of the number of Restricted Shares plus the Initial Option Shares. In the event Executive must forfeit Initial Options or Restricted Shares pursuant to clause (c) or (d) of this Section 3.6, Executive shall first forfeit unexercised Initial Options (pro rata across vested and unvested Initial Options), then, to the extent additional shares must be forfeited by the Executive to reach the applicable percentage, the Company shall have the right to repurchase from Executive any shares issued upon exercise of the Initial Options at a purchase price equal to the exercise price paid by Executive or Restricted Shares at the Taxable Amount Per Share, as applicable, and the Executive shall forfeit, waive or forego any claim of right, title or interest to such shares.

(e)   The Company shall cooperate with the appraiser selected hereunder in all reasonable respects and furnish to such appraiser all information and data reasonably requested thereby. The Company shall further cooperate with Executive in the making by Executive of a timely election under Section 83(b) of the Code with respect to the Restricted Shares. Executive shall submit a copy to the Company of any such election if made.

(f)   On or prior to the first anniversary of the date hereof (or as soon as reasonably practicable following a termination for Good Reason or Without Cause), the Company shall, at its expense, register with the Securities and Exchange Commission pursuant to one or more effective registration statements under the Securities Act of 1933, as amended, in the manner prescribed by Executive, any and all shares now owned or hereafter acquired by Executive (the “ Registrable Securities ”), including all Restricted Shares, Initial Option Shares, Additional Option Shares, and shall maintain the effectiveness and currency of each such registration statement, including any related prospectus until the resale of such shares by Executive or any successor thereof; and shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company shall from 

time to time furnish to Executive sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such shares, or any portion thereof, in the manner prescribed by Executive. In addition, prior to the grant of the Initial Options, the Company shall enter into an additional agreement with Executive extending to Executive incidental registration rights covering the resale of the Registrable Securities on terms no less favorable to Executive than have then been extended to any other stockholder of the Company. The Company shall pay the costs and expenses incurred by Executive in connection with any such registration, including the reasonable legal fees and expenses that Executive may incur in connection therewith. The obligations of the Company pursuant to this Section 3.6(f) are referred to herein as the “ Registration Obligations .”

(g)   On or prior to the True Up Date, the Company and Executive shall have concurred, in their respective reasonable discretion, on the terms and conditions of a long-term equity incentive award program pursuant to which Executive and the other members of executive management of the Company shall be entitled to grants of shares of Common Stock based upon achievement of specified performance objectives.

(h)   Prior to the issuance of the Executive Shares, the Company shall adopt a new equity incentive plan (the “ Equity Plan ”), the terms and scope of which shall be approved by the shareholders of the Company and sufficient to provide for the issuance to the Executive Shares, the additional equity awards contemplated by Schedule A hereto and the Additional Options.

(i)   The Restricted Shares shall be issued pursuant to a Restricted Stock Agreement, a form of which is attached hereto as Exhibit C .

4.   Benefits . Within sixty (60) days of the date of this Agreement, the Company and Executive shall determine, in their respective reasonable discretion, the terms of the “Welfare Benefits” (as hereinafter defined) to which Executive shall be entitled. For purposes hereof, “ Welfare Benefits ” shall mean medical, prescription and dental plans, in no event less favorable than those applicable to any other executive of the Company, and in all events extending to (x) paid vacation per annum equal to four (4) weeks (accruing ratably each year) and eleven (11) paid holidays and (y) a non-accountable monthly allowance of Fifteen Hundred Dollars ($1,500) ( the “Monthly Allowance” ) .

5.   Representations.

5.1.   Executive Representations . Executive hereby represents and warrants that:

(a)   His employment with the Company under the terms of this Agreement will not conflict with any continuing duty(ies) or obligation(s) Executive has with any other person(s), firm(s) and/or entity(ies). Executive also represents that he has not brought to the Company (during the period before or after the Effective Date of this Agreement) any confidential material(s) and/or document(s) of any former employer(s), or any confidential information or property belonging to other(s).

(b)   During the Employment Term, he will promptly disclose to the Board of Directors of the Company any direct interest (greater than five percent (5%)) he holds in any business that provides service(s) and/or product(s) to the Company (whether as a principal, stockholder, lender, employee, director, officer, partner, venturer, consultant or otherwise).

5.2.   Company Representations . The Company hereby represents and warrants that:

(a)   The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements under this Agreement, and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action. When executed and delivered by the Company, this Agreement shall constitute the valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms.

(b)   Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated in this Agreement will violate any provision of the Restated Certificate of Incorporation or By-laws of the Company or any law, rule regulation, writ, judgment, injunction, decree, determination, award or other order of any court, governmental agency or instrumentality binding upon the Company, or conflict with or result in any breach of or event of termination or right of acceleration under any of the terms of, or the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature pursuant to, the terms of any contract or agreement to which the Company is a party or by which the Company or any of its properties or assets is bound. No consent, approval, notice to or other authorization of any governmental body, agency or instrumentality, or any other person or entity, is required for the execution, delivery and performance of this Agreement by the Company (other than notices heretofore timely delivered).

(c)   The Restricted Shares, Initial Option Shares and Additional Option Shares, when issued and delivered in accordance with the terms of this Agreement, shall be validly issued, fully paid and non-assessable shares of Common Stock, free and clear of any mortgages, deeds of trust, pledges, liens, security interests or any charges or encumbrances of any nature (other than the restrictions on the Restricted Shares expressly contemplated hereunder). There are no preemptive rights with regard to the issuance of the Restricted Shares, Initial Option Shares and Additional Option Shares to the Executive.

(e)   The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing materials being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the date hereof, the Company is not aware of any event (other than the transactions contemplated by this Agreement) that requires the filing of a Form 8-K after the Effective Date. As of their respective dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(f)   The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement). Such financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ GAAP ”) applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries taken as a whole as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

6.   Termination . Executive’s employment and this Agreement (except as otherwise provided hereunder) shall terminate upon the occurrence of any of the following, at the time set forth therefor (the “ Termination Date ”):

6.1.   Death or Disability . Immediately upon the death of Executive or after six (6) months of Executive’s inability to perform the essential functions of his duties, with or without reasonable accommodation (defined under applicable law), due to a mental or physical illness or incapacity (“ Disability ”) (termination pursuant to this Section 6.1 being referred to herein as termination for “ Death or Disability ”);

6.2.   Termination for Good Reason . Immediately following notice of termination for “Good Reason” (as defined below), specifying such Good Reason, given by Executive (termination pursuant to this Section 6.2 being referred to as termination for “ Good Reason ”). As used herein, “ Good Reason ” means (i) any reduction in Base Salary or other benefits specified hereunder; (ii) a substantial diminution or dilution of the responsibilities, functions and duties attached to the position with the Company held by Executive; (iii) the Company fails to provide any of the compensation or other benefits required hereunder; (iv) any representation made by the Company herein is materially untrue or the Company otherwise is in material breach of this Agreement; or (v) the Company and Executive fail to effectuate the matters contemplated by Sections 3.4, 3.6 or 4 within the respective periods contemplated thereunder.

6.3.   Voluntary Termination . Thirty (30) days following Executive’s written notice to the Company of voluntary termination of employment other than for Good Reason; provided, however, that the Company may suspend, with no reduction in pay or benefits (including, without limitation, bonuses, options and vesting), Executive from his duties as set for