EQUITY LINE OF CREDIT AGREEMENT



          AGREEMENT  dated  as of the  ___ day of June  2003  (the  "Agreement")

 between CORNELL  CAPITAL  PARTNERS,  LP, a Delaware  limited  partnership  (the

 "Investor"),  and ITEC  ENVIRONMENTAL  GROUP INC., a corporation  organized and

 existing under the laws of the State of Delaware (the "Company").



          WHEREAS,  the parties  desire that,  upon the terms and subject to the

 conditions  contained herein, the Company shall issue and sell to the Investor,

 from time to time as provided herein,  and the Investor shall purchase from the

 Company up to Five Million Dollars  ($5,000,000) of the Company's common stock,

 par value $0.001 per share (the "Common Stock"); and



          WHEREAS, such investments will be made in reliance upon the provisions

 of Regulation D ("Regulation D") of the Securities Act of 1933, as amended, and

 the regulations  promulgated  there under (the  "Securities  Act"), and or upon

 such other exemption from the  registration  requirements of the Securities Act

 as may be available  with respect to any or all of the  investments  to be made

 hereunder.



          WHEREAS, the Company has engaged TN Capital Equities,  Ltd., to act as

 the Company's  exclusive  placement  agent in  connection  with the sale of the

 Company's  Common Stock to the  Investor  hereunder  pursuant to the  Placement

 Agent Agreement  dated the date hereof by and among the Company,  the Placement

 Agent and the Investor (the "Placement Agent Agreement").



          NOW, THEREFORE, the parties hereto agree as follows:





                                                    ARTICLE I.

                                                Certain Definitions



          Section 1.1. "Advance" shall mean the portion of the Commitment Amount

 requested by the Company in the Advance Notice.



          Section 1.2.  "Advance  Date" shall mean the date Butler  Gonzalez LLP

 Escrow Account is in receipt of the funds from the Investor and Butler Gonzalez

 LLP, as the  Investor's  Counsel,  is in possession of free trading shares from

 the Company and therefore an Advance by the Investor to the Company can be made

 and Butler Gonzalez LLP can release the free trading shares to the Investor. No

 Advance  Date shall be less than six (6) Trading  Days after an Advance  Notice

 Date.



          Section  1.3.  "Advance  Notice"  shall  mean a written  notice to the

 Investor  setting forth the Advance  amount that the Company  requests from the

 Investor and the Advance Date.



          Section  1.4.  "Advance  Notice Date" shall mean each date the Company

 delivers to the Investor an Advance  Notice  requiring  the Investor to advance

 funds to the Company, subject to the terms of this Agreement. No Advance Notice

 Date shall be less than seven (7) Trading Days after the prior  Advance  Notice

 Date.

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          Section  1.5.  "Bid Price"  shall mean,  on any date,  the closing bid

 price (as  reported by  Bloomberg  L.P.) of the Common  Stock on the  Principal

 Market or if the Common Stock is not traded on a Principal Market,  the highest

 reported  bid  price  for  the  Common  Stock,  as  furnished  by the  National

 Association of Securities Dealers, Inc.



          Section  1.6.  "Closing"  shall mean one of the closings of a purchase

 and sale of Common Stock pursuant to Section 2.3.



          Section 1.7. "Commitment Amount" shall mean the aggregate amount of up

 to Five Million Dollars  ($5,000,000)  which the Investor has agreed to provide

 to the Company in order to purchase the Company's  Common Stock pursuant to the

 terms and conditions of this Agreement.



          Section 1.8.  "Commitment  Period" shall mean the period commencing on

 the earlier to occur of (i) the  Effective  Date,  or (ii) such earlier date as

 the Company and the Investor may mutually agree in writing, and expiring on the

 earliest to occur of (x) the date on which the Investor shall have made payment

 of Advances  pursuant to this Agreement in the aggregate amount of Five Million

 Dollars  ($5,000,000),  (y) the date this  Agreement is terminated  pursuant to

 Section  2.5,  or (z) the date  occurring  twenty-four  (24)  months  after the

 Effective Date.



          Section 1.9. "Common Stock" shall mean the Company's common stock, par

 value $0.001 per share.



          Section 1.10. "Condition Satisfaction Date" shall have the meaning set

 forth in Section 7.2.



          Section 1.11. "Damages" shall mean any loss, claim, damage, liability,

 costs and expenses (including,  without limitation,  reasonable attorney's fees

 and   disbursements   and  costs  and   expenses   of  expert   witnesses   and

 investigation).



          Section  1.12.  "Effective  Date" shall mean the date on which the SEC

 first declares effective a Registration Statement registering the resale of the

 Registrable Securities as set forth in Section 7.2(a).



          Section 1.13. "Escrow Agreement" shall mean the escrow agreement among

 the Company, the Investor, and Butler Gonzalez LLP dated the date hereof.



          Section 1.14.  "Exchange  Act" shall mean the  Securities and Exchange

 Act of 1934, as amended, and the rules and regulations promulgated there under.



          Section 1.15.  "Material  Adverse  Effect"  shall mean any  condition,

 circumstance,   or  situation  that  would  prohibit  or  otherwise  materially

 interfere  with the ability of the Company to enter into and perform any of its

 obligations  under this Agreement or the  Registration  Rights Agreement in any

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