REAFFIRMATION AND CONSOLIDATION OF PREVIOUS AGREEMENTS

     Because of various communications, both written and oral, that have
been exchanged between the parties since February 5th, this document is
being executed to clarify and codify the essential points of previous
agreements made regarding the anti-dilution stock agreement between the
parties. This document reiterates the original agreements regarding
non-dilution of equity and makes null and void any previous communications
from the company to the stockholder during the week ending February 7, 2003.
     There shall be no claim of any variance from the terms of this
agreement by either party at any future time for any reason. Any
modification of these provisions shall only be considered valid if made in
writing and signed by the same parties or their authorized successors and
assigns. These claims shall be binding on any successor or assigns of either
party unless specifically renounced as a result of a new agreement, in
writing, signed by all necessary parties, including the stockholder, or his
rightful heirs. The company further agrees that it shall not take any action
to restructure, rename, re-incorporate the company, or its assets, or any
other similar action, with the end result of such action being to diminish
or dilute the stockholder's rights in any manner, except as expressly stated
elsewhere in this agreement.
     Various previous agreements were signed by Will McAndrew, President of
EENT and Kevin Smyth, stockholder on the following dates, May 29, 2002, July
9, 2002, September 29, 2002; December 12, 2002 and January 17, 2003. The
parties avow that the intent, both individually and cumulatively of these
agreements was to make all shares of FENT purchased directly from the
company, whether under the letter of May 29, 2002, or subsequently, and held
by the stockholder, Kevin Smyth, or his heirs, non dilutable equity beyond
20,000,000 (twenty million) shares per the attached schedule. This limitation
does not apply to the $50,000 note were it not repaid prior to July 9, 2003.
The failure to repay the note would actually increase Smyth's nondilution
percentage. Such provision shall remain in effect until January 17, 2005 or
such later date as the parties may agree to in a written instrument signed by
both.
     Additionally, the purpose of these previous agreements was to provide
for warrants totaling 350,000, which warrants could be exercised at the
discretion of the undersigned stockholder at a price of 25 cents each.	It is
the intent of the parties that the right to exercise any or all of the
350,000 warrants issued to date to the stockholder shall expire as follows:
Warrant for 100,000 shares, dated 1/17/03 - 1/16/05; Warrant for 50,000
shares, dated 10/10/02 - 8/13/04, and Warrant for 200,000 shares, dated
8/13/02 - 8/13/04. Any previous documents issued or tiled with any party
referring to any other date of expiration shall be considered inaccurate and
the company will take the necessary steps to correct such inaccuracies with
any and all parties to Whom such records should or must be submitted.
     The 350,000 warrants issued by the company to the undersigned
stockholder, shall not be construed, whether exercised or not, to be subject
to the non-dilution provisions agreed to by the parties.  That is, should
these warrants be exercised, the stockholder shall not be issued further
stock, above those warrants exercised, in accordance with the anti dilution
provision even though the shares issued as a result of exercising the
warrants would increase the number of shares above 20,000,000. However,
shares issued to any other parties as a result of exercising warrants of
any kind during the period of non dilution shall be considered further
additions to the 20,000,000 number and will trigger the anti dilution
requirements benefiting the undersigned stockholder.
     Further a note of $50,000 has been agreed to be repaid on, or before,
July 9, 2003 with 7% interest. The provisions of this note are contained in
the signed agreement of July 9, 2002. These provisions are hereby reaffirmed.

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Additionally, it as agreed that the intent of the letter of July 9, 2002,
and subsequent agreements, was that if the note was not repaid according to
its provisions, the issuance of stock according to the formula in the
agreement would trigger such additional stock to be included as non-dilutable
stock for the undersigned stockholder. Therefore, to the extent that such
shares are issued, they would be added to those previously purchased directly
from the company and the resulting total number of shares purchased by the
shareholder would be divided by 20,000,000 shares. The resulting percentage
would be the undersigned stockholder's new percentage of ownership. Further
transactions after that date involving the issuance of additional shares of
any kind would result in the undersigned shareholder receiving such
additional shares as is necessary to maintain the then current percentage of
ownership until the expiration of the non dilution provisions which is
currently January 17, 2005.
     Except as otherwise stated hereunder or agreed to by the parties, the
company shall issue additional shares to the undersigned stockholder
concurrently with the issuance of any additional shares to a third party in
excess of 20,000,000 shares.	Such calculation shall be based upon the
cumulative number of shares purchased to date by shareholder from the
company (except for those issued in (i) antidilution; (ii) as a dividend;
(iii) if he purchases shares in the open market; or (iv) if otherwise
agreed between the parties (as, for example, set forth in the paragraph
hereinbelow)) divided by 20,000,000. Thus, as the shareholder currently has
4,000,000 shares, the fraction henceforth is: 4,000,000/20,000,000=20%.,
and, as a further example, during the time period in which shareholder
owned 3,000,000 shares, his percentage was: 3,000,000/20,000=15% The
company shall notify the shareholder promptly upon issuance of any
additional shares above 20,000,000 and the effect to the shareholder. The
company shall upon request by the shareholder, make available to the
undersigned shareholder a list of all shareholders of 1% or more of the
company's stock, as well as the total number of shares outstanding at the
time of the request. Additionally the company shall use reasonable efforts
to assist the shareholder in meeting whatever reporting requirements may be
placed upon him by any authorized agencies or entities.
     The stockholder and the company have entered into an agreement as of
March 14, 2003 in which the stockholder shall loan to the company $50,000,
on a no-interest basis. As an incentive for making the loan, the stockholder
shall receive from the company an additional 617,058 shares of stock for
the sum of $50,000.  Such $50,000 will be immediately repaid to the
stockholder upon the initial drawdown of funding under the transaction
with U.S. Capital, less any amounts that may have been previously repaid.
Until and unless a funding occurs with U.S. Capital, the stockholder will be
entitled on a quarterly basis to an amount equal to 5% of the net profits
from funds received by EENT from the sale of AXP 1000 units. For purposes of
this paragraph, the term, "net profit" shall mean sales proceeds received
less direct manufacturing costs, marketing and distribution costs.
     The shares issued hereunder shall remain the property of the
stockholder after repayment of the $50,000, however they will not serve to
increase the anti-dilution rights of the shareholder which shall remain at
20% per the provisions of the January 17th agreement.
     The attached schedule reflects the implementation of various
provisions of this agreement regarding the stockholders shares,
anti-dilution adjustments that have been made, provisions for
anti-dilution adjustments to be made in the future should further shares
be issued, and the total number of shares issued and outstanding by the
company as of the date of this agreement. Each party affirms that the
numbers on this schedule reflect the intent of all the agreements between
the parties.

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     The stockholder agrees to abide by any restrictive provisions
regarding the selling of his stock required by law. As long as legally
possible, the company, in turn, agrees to take whatever steps are
available to make such restrictions as minimal as possible, both with
regard to time restrictions and amounts of stock saleable, except that
nothing in this paragraph shall be construed to give the shareholder any
registration rights other than those which may have been granted to him
under any previous agreements. With the exception of statutory restrictions,
the parties agree that the stockholder shall have no restrictions placed
upon his ability to sell in the amounts and at the times he chooses. In the
event that a sale of any portion of the stockholder's shares takes place
prior to the expiration of the non dilution provisions, such shares shall be
deducted from the total number of shares purchased directly from the company
and a new, lesser percentage of ownership, relative to 20,000,000 shares shall
be calculated for the purposes of any additional shares to be provided to the
undersigned stockholder as a result of the company issuing additional shares
to others.
     The parties hereto agree that there will be no action taken by the
company which shall diminish the percentage of ownership by the undersigned
stockholder, as a result of stock splits, reverse or otherwise; nor shall
there be any issuance of any other rights to any other parties, which would
result in a diminishment of the ownership of the undersigned stockholder,
except as defined in the following paragraph.
     The parties specifically reaffirm the concept, as originally agreed to
in the document between the parties of July 9, 2002, regarding the exception
to the non-dilution agreement. Such agreement is hereby restated as follows:
The non dilution provisions set forth in this agreement shall not apply to
stock issuances over 20,000,000 shares which are attributable to shares
issued in a merger & acquisition transaction that increases value which is
otherwise approved by the stockholders of the company holding a majority of
the then issued and outstanding shares of stock of EENT entitled to vote
thereon. The company shall give prior notice of any shareholder vote as
required by its Bylaws and Nevada law.  No other exceptions shall be
considered valid for the purposes of this agreement.
     The terms, anti dilution, and non-dilution shall be considered to have
exactly the same meaning herein. In the same manner, the terms, "undersigned
stockholder", and "stockholder", shall be deemed to be one and the same and
refer only to Kevin W. Smyth, except as used in the previous paragraph
referring to stock holders in general.
     This agreement represents a consolidation of all previous agreements
between the parties. The language of any previous agreement which conflicts
with this agreement or which previous agreement might be construed to modify
this agreement beyond the clear intent of this agreement shall be considered
null and void. The parties to this agreement have so agreed to all the
provisions herein without reservation and have so attested by their witness
signatures appearing below on this 14th day of March 2003.


/s/ Kevin W. Smyth                           /w/ Will McAndrew, III
Shareholder:                                 President of EENT:
Kevin W. Smyth                               Willard G. Mc Andrew III

3/14/03                                      3/14/03
Date of Signature                            Date of Signature


Witness to signature:	                     Witness to signature:

Print witness name                            Print witness name
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