Preview | 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).

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respect to the employment of Executive are deemed by the parties to be either canceled and void and/or are deemed to be superseded by this final written Agreement.

2.1. 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 Companys principal office in Riverbank, California, as reasonably required by the Company from time to time.

(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 Companys 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.