EXHIBIT 4.2
Xxxxx X. Otto
xxxxx@xxxxxxx.xxx
August 24, 2004
VIA EMAIL: xxxxx@xxxxxx.xxx
Xxxx X. XxXxxxxxxxxx
Chief Executive Officer
Itec Environmental Group, Inc.
000 Xx Xxx Xxxxxxx, Xxxxx 0
Xxxxxxx, Xxxxxxxxxx 00000
Re: Amendment No. 1 to Engagement Agreement with The Xxxx Law Group, PLLC
Dear Xxxx:
This Amendment No. 1 to Engagement Agreement ("Amendment") confirms the
amendments to the Engagement Agreement by and between Itec Environmental Group,
Inc. ("Itec" or the "Company") and The Xxxx Law Group, PLLC ("Xxxx Law")
executed on or around July 7, 2004 (the "Engagement Agreement") and sets forth
the additional terms under which Itec agrees to engage Xxxx Law.
NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements, representations, warranties and covenants contained herein, and for
other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
Sections 3 of the Engagement Agreement shall be deleted in its entirety
and shall read as follows:
"3. Xxxx Law shall receive a retainer in the amount of Fifty Million
(50,000,000) shares of common stock of the Company (the "Shares"), the proceeds
of which will be applied against billable hours. Additionally, the Shares shall
be registered by the Company pursuant to the Securities Act of 1933 on a Form
S-8 registration statement. The Shares shall be issued to Xxxxx X. Xxxx,
Principal of Xxxx Law."
We look forward to working together and helping Itec achieve its
financial and business objectives. If the proposed terms are acceptable to Itec,
please sign below and return the signed copy of this Amendment to me.
If you have any further questions or concerns, please do not hesitate
to contact me.
Sincerely,
THE XXXX LAW GROUP, PLLC
Xxxxx X. Xxxx
Agreed and accepted this ____ day of August, 2004.
ITEC ENVIRONMENTAL GROUP, INC.
By:
------------------------------------------------
Name: Xxxx De Laurentiis
Its: CEO
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