ITEC ENVIRONMENTAL GROUP, INC. October 11, 2004

EXHIBIT 4.12

ITEC ENVIRONMENTAL GROUP, INC.

October 11, 2004

PERSONAL AND CONFIDENTIAL

Xx. Xxxxxx Xxxxxxx

000 Xx Xxx Xxxxxxx, Xxxxx 0

Xxxxxxx, Xxxxxxxxxx 00000

RE:

DIRECTOR COMPENSATION AGREEMENT

Dear Xxxxxx:

We are very pleased that you have agreed to continue as a member of the Board of Directors of Itec Environmental Group, Inc. ("Itec"), and are writing to set forth the general terms of your compensation as a director. The terms of your compensation are, of course, subject to future modification by the Board.

Your term as a director will run through the next annual meeting of shareholders of Itec.  As compensation for your services, you will receive a one-time issuance of seven million five hundred thousand (7,500,000) shares of common stock, which stock shall be registered on Form S-8.

If the proposed terms are acceptable to you, please sign below and return the signed copy of this Agreement to me.

Very truly yours,

ITEC ENVIRONMENTAL GROUP, INC.

By: /s/ Xxxx De Laurentiis

------------------------------------

Name: Xxxx De Laurentiis

Its: CEO

Agreed and accepted:

/s/ Xxxxxx Xxxxxxx

Xxxxxx Xxxxxxx

45