SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

     This  SETTLEMENT  AGREEMENT  AND GENERAL RELEASE (this "Agreement") is made
and  entered  into  September  1, 2004 (the "Effective Date") by and between San
Diego  Torrey  Hills  Capital,  Inc.,  a California Corporation with each of its
respective  employees,  agents,  directors,  officers,  parent  companies,
subsidiaries,  all  current  and former predecessors and successors in interest,
affiliates,  shareholders,  and  counsel,  ("SDTH"  or the "Company") on the one
hand,  and  Entech  Environmental  Technologies,  Inc., a Nevada Corporation, on
behalf  of itself, its successors, predecessors and subsidiaries ("EET"); on the
other  hand,  which  shall  be collectively referred to herein as the "Parties."

I.   RECITALS
     --------

     A.     WHEREAS,  SDTH  entered into a Loan Agreement with EET in the amount
of Two Hundred Thousand Dollars ($200,000). The Loan Agreement also incorporated
a schedule of EET's accounts receivables, a Promissory Note in the amount of Two
Hundred  Thousand Dollars ($200,000), an Accounts Receivable Security Agreement,
a  Personal  Guarantee  by  Steve  Rosenthal,  a Deed of Trust, and a Consulting
Agreement (collectively referred to as the "Loan Agreement"). The Loan Agreement
is  attached  hereto  as  Exhibit  "A".

     B.     The  Consulting  Agreement  between  SDTH and EET provided that SDTH
would  render consulting services for Twenty Thousand Dollars ($20,000) a month,
payable  monthly,  for  a  minimum  of  three  months.

     C.     WHEREAS,  the  Loan  Agreement was secured by an Accounts Receivable
Security  Agreement  for  the  accounts  receivables  of  EET  and by a Personal
Guarantee  from  EET's  then  CEO,  Steve  Rosenthal.

     D.     WHEREAS,  EET represented that its accounts receivables as stated in
Schedule  1  of the Loan Agreement were fully collectible in the ordinary course
of  business  in  the  aggregate  face  amounts.

     E.     WHEREAS,  on or before July 10, 2004, pursuant to the Loan Agreement
and the Accounts Security Agreement, EET was to deliver notices to all creditors
owing payments to EET instructing these creditors to make payments to SDTH until
all payment obligations were fulfilled. EET delivered some notices but failed to
deliver  notices  to  all  of  the  creditors  listed  in Schedule 1 of the Loan
Agreement.

     F.     WHEREAS,  based  on the representations by EET in the Loan Agreement
and  the  Accounts Receivable Security Agreement, SDTH filed a UCC-1 to ensure a
first priority in EET's current and future accounts receivables, SDTH's recorded
UCC-1  is  attached  herewith  as  Exhibit  "B".

     G.     WHEREAS,  the  Loan  Agreement  provides for EET to pay 10% interest
annually on the Two Hundred Thousand Dollar ($200,000) loan by SDTH on August 8,
2004.  The  Loan  Agreement  further provides for a late payment after August 8,
2004  in  the  amount of 20% annually plus a late charge of an additional 10% of
the  principal. The Loan Agreement also


<PAGE>
contains a provision for attorney's fees for the prevailing party.

     H.     WHEREAS, on August 8, 2004, EET failed to make any payment under the
Loan Agreement. EET is now in default of the Loan Agreement in the amount of Two
Hundred  Seventy-Seven  Thousand Two Hundred Ninety-Three Dollars and Sixty-Nine
Cents  ($277,293.69).

     H.     NOW  THEREFORE,  the  parties  hereto  hereby  resolve  and  finally
compromise  and  settle  all  claims  set  forth  in  these  Recitals.

II.   CONSIDERATION  AND  OTHER  TERMS
      --------------------------------

     A.     Payments  under  Loan Agreement: In exchange for SDTH's cancellation
            -------------------------------
of  all  amounts  due  and  owing  under  only  EET's obligations under the Loan
Agreement, and any and all claims or potential claims that may exist between EET
and  SDTH  with  regards  to  only  the  Loan  Agreement,  SDTH agrees to accept
consideration  from EET valued at Seventy Thousand Dollars ($70,000), consisting
of  the  following:

     1.  Barron  Partners  LP,  a  New York limited partnership ("Barron"), will
     provide  SDTH,  via  overnight  delivery,  with  a  check  in the amount of
     Fifty-Five  Thousand  Dollars  ($55,000)  in good funds issued to Weintraub
     Dillon Client Trust Account on or before September 8, 2004.
     2. EET will provide SDTH with Five Hundred Thousand (500,000) Shares of its
     restricted stock in EET on or before November 8, 2004.

     B.     EET's  Representations  and  Warranties:  EET  hereby represents and
            ----------------------------------------
warrants to SDTH as of the Effective Date as follows:

     1.   Organization  and  Corporate  Authority:  EET  is  a  corporation duly
          ----------------------------------------
          organized, validly existing and in good standing under the laws of the
          State  of  Florida and has all requisite corporate power and authority
          to  enter  into  this  Agreement  and  to  consummate the transactions
          contemplated hereby, including without limitation, the issuance of the
          restricted  stock  according  to the terms and conditions hereof. This
          Agreement  (and the corporate actions required to effectuate the terms
          and  conditions  set  forth  in  this  Agreement)  have  been (or upon
          execution  and delivery will have been) duly executed and delivered by
          EET on or before November 8, 2004, have been effectively authorized by
          all  necessary  action,  corporate  or  otherwise,  and  (assuming due
          execution  and  delivery  by the other parties thereto) constitute (or
          upon  execution  and delivery by EET will constitute) legal, valid and
          binding  obligations  of  EET,  except  as  such enforceability may be
          limited  by  the  Bankruptcy  Exception.

     2    No  Conflict  or Violation: The execution, delivery and performance by
          ---------------------------
          EET  of  the  shares  and  the  consummation  of  the  transactions
          contemplated  hereby do not and will not: (i) violate or conflict with
          any  provision  of  the  charter  documents  or bylaws of EET; or (ii)
          violate  any  provision  or  requirement  of  any domestic or foreign,
          national,


<PAGE>
          state  or  local  law,  statute,  judgment,  order,  writ, injunction,
          decree,  award,  rule,  or  regulation  of  any  Governmental  Entity
          applicable  to  EET.

     3.   Validity  of  Stock:  The  shares,  when issued, sold and delivered in
          --------------------
          compliance  with  the  provisions  of  this Agreement, will be validly
          issued,  fully  paid  and non-assessable, will be free of any liens or
          encumbrances,  except  as  expressly  provided herein, and will not be
          subject  to  any  preemptive  rights,  rights  of  first  refusal  or
          redemption  rights,  other than as provided herein and in the Articles
          of  Incorporation  of  the  EET

     4.   Accuracy  of  Information:  No  representation or warranty made by EET
          --------------------------
          contained  in  this  Agreement  contains  or  will  contain  an untrue
          statement of a material fact or omits or will omit to state a material
          fact  required to be stated herein or therein or necessary to make the
          statements  and  facts  contained  herein  or therein, in light of the
          circumstances  in which they were or are made, not materially false or
          misleading.

     5.   Price Evaluation of Stock: The board of directors of EET is aware that
          --------------------------
          the  stock  in EET was trading at Thirty Cents ($0.30) per share as of
          August  26, 2004. The board of directors of EET is also aware that the
          trading  of  EET's  shares on the OTC:BB was ceased on August 26, 2004
          due  to  EET's failure to file its Quarterly Report on Form 10-QSB for
          the  fiscal  quarter  ended  June  30,  2004  with the U.S. Securities
          Exchange  Commission  in  a  timely  manner.  As  of  the date of this
          Agreement,  the shares of EET are trading on the "pink sheets" with an
          approximate  price  of  $.16  per share. The board of directors of EET
          acknowledges  it  is raising capital from Barron and/or other entities
          through issuance of a convertible note with a conversion rate of Three
          Cents  ($.03)  per  share  of  common  stock  of  EET.

     6.   Issuance  of  Restricted Securities: The board of directors of EET has
          ------------------------------------
          met  all  requirements  in  issuing  unregistered  restricted  stock,
          including  any  and all necessary filings with any and all appropriate
          entities  including  but  not  limited  to  the  Securities  Exchange
          Commission  and  the California Department of Corporations, Securities
          Division.

     C.   Piggy-Back Registration Rights: If at any time from the Effective Date
          -------------------------------
through  December  31,  2005  EET  shall  determine to prepare and file with the
Securities  Exchange Commission a registration statement relating to an offering
for  its  own  account or the account of others under the Securities Act of 1933
the  ("Act") of any of its equity securities, other than on Form S-4 or Form S-8
(each as promulgated under the Act) or their then equivalents relating to equity
securities  to be issued solely in connection with any acquisition of any entity
or  business  or  equity  securities issuable in connection with stock option or
other employee benefit plans, then EET shall send to SDTH written notice of such
determination  and,  if  within  fifteen (15) days after receipt of such notice,
SDTH shall so request in writing, the Company shall include in such registration
statement all or any part of such 500,000 shares issued to SDTH as SDTH requests
to  be  registered,  subject to customary underwriter cutbacks applicable to all
holders  of  registration  rights  and  subject  to  the  consent of any selling
stockholder(s)  under  such  registration  statement. EET understands and agrees
that  it  shall  be  liable for the registration expenses incurred in connection
with any registration, qualification or compliance with the offering.


<PAGE>
     D.   Removal  of  UCC-1:  Upon  receipt  of the Fifty-Five Thousand Dollars
          -------------------
($55,000)  and the Five Hundred Thousand Shares (500,000) of restricted stock in
EET,  SDTH  will remove its UCC-1 by filing a UCC-3 attached herewith as Exhibit
"C".

     E.   Interest:  Interest  shall  not  accrue  as  long  as  EET  is  not in
          --------
default  under  this  Agreement.  Should  EET  default  under  the terms of this
Agreement, interest shall accrue from the Effective Date at a rate often percent
(10%)  per  annum.

     F.   Further  Action:  EET  agrees  that  in  addition  to  the  remedy set
          ---------------
forth  in  Section  II  for  any  breach  or  default  by EET of its obligations
hereunder, SDTH shall be entitled to seek any and all other remedies (both legal
and equitable) available under the Loan Agreement and applicable law.

     G.   Attorneys'  Fees  and  Costs.  Each  Party  shall  bear  his,  her  or
          ----------------------------
its attorneys' fees and costs incurred herein.

III  GENERAL  RELEASES
     -----------------

     A.   Each  Party,  on  behalf  of  himself,  herself  or  itself  and  his,
her  or  its  successors,  officers, directors, administrators, representatives,
insurers,  agents  and  assigns  hereby  releases  and  forever  discharges  the
remaining  Parties,  their  predecessors, successors, parents, subsidiaries, and
affiliates and all present and former officers, directors, partners, principals,
employees,  attorneys,  insurers,  agents  and  their respective administrators,
representatives, spouses, heirs, agents and assigns from any and all claims, and
causes  of  action regarding the Loan Agreement only, whether currently known or
unknown, foreseen or unseen, suspected or unsuspected. NOTWITHSTANDING ANY OTHER
                                                       -------------------------
LANGUAGE  SET  FORTH HEREIN, THIS AGREEMENT SHALL IN NOW WAY LIMIT OR COMPROMISE
--------------------------------------------------------------------------------
SDTH'S  CLAIMS  FOR  PAYMENT  AGAINST  THE  ROSENTHALS UNDER THE LOAN AGREEMENT.
--------------------------------------------------------------------------------

     B.   It  is  understood  and  agreed that this Agreement shall constitute a
release  by  the  Parties  as to the Loan Agreement only, against the others and
shall  be effective as a full and final accord and satisfaction, and as a bar to
all actions, causes of action, costs, expenses, claims for sanctions, attorneys'
fees,  and  damages,  including  claims  now pending in any action, indemnity or
contribution  by any Party, or their counsel, or any other claims or liabilities
whatsoever,  whether  or not now known, suspected, claimed or concealed that are
related  only to the Loan Agreement. It is the intention of all Parties to fully
discharge and release the remaining Parties with respect to any and all matters,
claims,  causes  of  action,  contracts  or  expenses arising from only the Loan
Agreement.  Each Party acknowledges that it is familiar with Section 1542 of the
California  Civil  Code  which  provides  as  follows:

          A  GENERAL  RELEASE  DOES  NOT  EXTEND  TO  CLAIMS WHICH THE
          CREDITOR  DOES  NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
          THE  TIME  OF  EXECUTING  THE RELEASE, WHICH IF KNOWN BY HIM
          MUST  HAVE  MATERIALLY  AFFECTED  HIS  SETTLEMENT  WITH  THE
          DEBTOR.


<PAGE>
     C.   The  Parties  expressly  waive  and  relinquish  any  and  all  rights
and  benefits which it may have under, or which may be conferred upon him by the
provisions  of  Section  1542 of the California Civil Code, as well as under any
other  similar  state or federal statute or common law principle, to the fullest
extent  that they may lawfully waive such rights or benefits related to the Loan
Agreement.

     D.   In  connection  with  their  waiver  and  relinquishment  set forth in
the  previous  paragraphs,  the Parties acknowledge that it is aware that it may
hereafter  discover claims or facts in addition to or different from those which
it  now knows or believes to exist with respect to the Loan Agreement, but it is
its  intention  to  fully,  finally  and  forever  settle and release all of the
disputes and differences known or unknown, suspected or unsuspected which do now
exist,  may  exist  in  the  future  or  have  ever  existed between the Parties
regarding the Loan Agreement only. In furtherance of such intention, the Parties
agree  that  this  Agreement  shall  remain  in  effect  as  a  MI  and complete
settlement.

     E.   The  Parties  acknowledge  that  the  foregoing  waiver  of California
Civil Code Section 1542 was separately bargained for and is a key element of the
Agreement.

     F.   EET  agrees  that it will forever refrain and forbear from commencing,
instituting,  or prosecuting any lawsuit, proceeding or action against the other
Parties,  its predecessors, successors, parents, subsidiaries and/or affiliates,
any  of  its  present  and  former  officers,  directors,  partners, principals,
employees,  attorneys,  insurers  and  agents,  its  respective  administrators,
shareholders,  representatives,  agents  and assigns with respect to any matter,
cause  or  thing  whatsoever  arising out of the Loan Agreement, relating to, or
existing,  by  reason of the transactions, events, occurrences, acts, omissions,
or  failures  to act, related to the Loan Agreement that arose prior to the date
of  this  Agreement.

     G.   SDTH agrees  that it will forever refrain and forbear from commencing,
instituting,  or  prosecuting any lawsuit, proceeding or action against EET with
respect  to any matter arising out the Loan Agreement, based in whole or in part
upon,  relating  to,  or  existing,  by  reason  of  the  transactions,  events,
occurrences,  acts, omissions, or failures to act, related to the Loan Agreement
that  arose  prior  to  the  date  of  this  Agreement.

IV.  INDEMNIFICATION.
     ---------------

     A.   EET  agrees  to hold  harmless, defend, and indemnify SDTH against any
and  all  claims,  judgments,  costs,  awards,  expenses  (including  reasonable
attorneys'  fees),  and liabilities of every kind arising from any claim brought
against  SDTH  in  its  capacity  as  creditor  of  EET.

     B.   SDTH  agrees  to hold  harmless, defend, and indemnify EET against any
and  all  claims,  judgments,  costs,  awards,  expenses  (including  reasonable
attorneys'  fees),  and liabilities of every kind arising from any claim brought
against  EET  in  its  capacity  under  the  Loan  Agreement  only.


<PAGE>
V.   NO  ASSIGNMENT  OF  INTEREST
     ----------------------------

     The  Parties  hereto represent and warrant to each other Party that he, she
or  it  has  not  encumbered,  assigned or transferred or purported to encumber,
assign  or  transfer,  in  whole  or in part, to any person, firm or corporation
whatsoever,  any  claim,  debt,  liability,  demand,  obligation, cost, expense,
damage,  action  or  cause  of  action  herein  released,  settled or dismissed.

VI.  ENTIRE  AGREEMENT  AMD  BINDING  EFFECT
     ---------------------------------------

     A.   This Agreement, and the attached exhibits, constitute the complete and
entire  written  agreement  of  compromise,  settlement  and release between the
Parties  and constitutes the complete expression of the terms of the settlement.
Al1 prior and contemporaneous agreements, representations, and negotiations with
respect  to  the  subject  matter  herein  are  superseded  and  merged  herein.

     B.   The  terms  of  this  Agreement  can  only be amended or modified by a
writing,  signed  by  duly  authorized  representatives of all Parties expressly
stating  that  such  modification  or  amendment  is  intended.

     C.   This Agreement shall inure to the benefit of and shall be binding upon
the  PARTIES  hereto  and  their  respective  heirs,  executors,  successors and
assigns.

VI.  FUTURE  ACTIONS
     ---------------

     The  Parties  agree  that,  for  their respective selves, heirs, executors,
assigns,  and  successors,  they  will  abide by this Agreement, which terms are
meant  to  be  contractual,  and  further  agree that they will do such acts and
prepare,  execute  and  deliver  such documents as may reasonably be required in
order  to  carry  out  the  purposes  and  intent  of  this  Agreement.

VII.  GOVERNING  LAW  AND  JURISDICTION
      ---------------------------------

     This Agreement shall be construed and enforced according to the laws of the
State  of California. Any breach of this Agreement shall be resolved pursuant to
the  exclusive  jurisdiction  of  San  Diego  County,  California.

VII. WAIVER
     ------

     Waiver  of  any one breach of the provisions of this Agreement shall not be
deemed a waiver of any other breach of any provision of this Agreement.

IX.  CONSTRUCTION  OF  AGREEMENT
     ---------------------------

     The  Parties  to this Agreement and their counsel have reviewed and revised
this  Agreement,  and  the  normal  rule  of construction to the effect that any
ambiguities  in an agreement are to be resolved against the drafting Party shall
not  be  employed  in  the  interpretation  of  this  Agreement.


<PAGE>
X.   REPRESENTATION  AGREEMENT  REVIEWED  BY  INDEPENDENT  COUNSEL
     -------------------------------------------------------------

     The  parties  hereto  represent and warrant to the other that they have had
the  opportunity  to  review this Agreement with independent counsel or have the
requisite  experience  in which to understand the meaning of the terms set forth
herein.  SDTH  specifically  recommends  that  EET retain independent counsel to
assist  them in the drafting and review of the Agreement and attachments hereto.

XI.  SEVERANCE
     ---------

     If  any  portion  or  paragraph of this Agreement is declared by a court of
competent  jurisdiction to be illegal, void, voidable, invalid or unenforceable,
that  portion  or  paragraph shall be deemed to be severed and deleted from this
Agreement,  and  the  remainder  of  the Agreement will remain in full force and
effect  as  if  no invalid, or illegal or unenforceable portion had been part of
this  Agreement.  Further,  if a court of competent jurisdiction determines that
any  portion  of  this  Agreement  is  illegal,  void,  voidable,  invalid,  or
unenforceable  as written, such court may interpret, construe, rewrite or revise
such  provision to the fullest extent allowed by law, so as to make it valid and
enforceable  consistent  with  the  intent  of  the  Parties.

XII. VOLUNTARY  EXECUTION  AND  CAPACITY
     -----------------------------------

     A.   Each  Party  acknowledges  that  no other Party, nor any agent nor any
attorney  of  my  other  Party  has made any promise, representation or warranty
whatsoever,  express  or  implied,  not  contained herein concerning the subject
matter hereof, or any other matter whatsoever to induce said Party to execute or
authorize  the  execution  of  this Agreement. Each Party acknowledges that said
Party  has  not  executed  or  authorized  the  execution  of this instrument in
reliance upon any such promise, representation or warranty not contained herein.

     B.   Each of the Parties to this Agreement states that they have not relied
upon  nor  are  they  relying  upon  any  statements  of any other Party to this
Agreement  and  that no representations or warranties of any kind have been made
to  any  other  Party concerning any matter that has been resolved other than as
are  set forth in this Agreement. No Party is relying on any representations not
set  forth expressly in this Agreement. Each Party hereto is relying exclusively
upon  their own legal counsel and not on any statement or representation made by
any  other  Party  or  counsel  for  any  other  Party.

     C.   Each  individual  executing  this  Agreement  directly  and  expressly
warrants  that  he  has been given and has received and accepted authority to so
sign  and  execute the documents on behalf of the Party for whom it is indicated
they have signed, and further has been expressly given and received and accepted
authority to enter into a binding agreement on behalf of such Party with respect
to  the  matters  contained  herein  and  as  stated  herein.


<PAGE>
XIII. NO  ADMISSION  OF  LIABILITY
      ----------------------------

     By  entering  into  this  Agreement  no  Party  is  making any admission of
liability,  nor  admitting  the  sufficiency  of  any other Party's allegations.
Instead,  the  Parties  have  entered into this Agreement to compromise disputed
claims  and  to  avoid  the  further  expense and burden of litigation. No Party
admits  liability,  wrongdoing,  or  any  sort  of  malfeasance.

XIV. COUNTERPARTS
     ------------

     This  Agreement  may  be executed in counterparts and, if so executed, each
counterpart  shall  have  the  full  force and effect of an original. Further, a
telecopied  signature page by any signatory shall constitute an original for all
purposes.

     IN  WITNESS  WHEREOF, the PARTIES hereto have voluntarily entered into this
AGREEMENT  as  of  the  EFFECTIVE  DATE.


                                  San Diego Torrey Hills Capital, Inc.


                                  /s/ Cliff Mastricola
                                  ----------------------------------------
                                  By:  Cliff Mastricola
                                  Its: Chief Environmental Technologies


                                  Entech Environmental Technologies


                                  /s/ Burr Northrop, President
                                  ----------------------------------------
                                  By: Burr Northrop
                                  Its:


APPROVED AS TO FORM:

                                  WEINTRAUB & DILLON


                                  By: /s/ Richard A. Weintraub
                                     -------------------------------------
                                     Richard A. Weintraub, Esq. Attorneys
                                     for San Diego Torrey Hills Captial, Inc.



                                  By: /s/ Norman T. Reynolds, Esq.
                                     -------------------------------------
                                     Norman T. Reynolds, Esq. Attorney for
                                     Entech Environmental Technologies


<PAGE>
                                  EXHIBIT "A"
                      THE LOAN AGREEMENT DATED JULY 9, 2004




<PAGE>
                                  EXHIBIT "B"
                        UCC-L RECORDED ON JULY 15, 2004




<PAGE>
                                  EXHIBIT "C"
                                      UCC-3



<PAGE>