SETTLEMENT AGREEMENT AND RELEASE

     THIS SETTLEMENT  AGREEMENT AND RELEASE ("Agreement") is made as of 30th day
of  September,  2004,  by and between ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., a
Florida corporation ("Entech") and Birch Advisors Ltd.

     WHEREAS,  Birch  Advisors  Ltd.  has  provided  certain  investment banking
services to Entech; and

     WHEREAS, the parties to this Agreement desire to settle all amounts owed by
Entech  to  Birch  Advisors  Ltd. in connection with investment banking services
provided  by  Birch  Advisors  Ltd. to Entech up to and through August 30, 2004;

     NOW, THEREFORE, in satisfaction of any and all disputes and claims owing up
to  and  through  August 30, 2004, and in consideration of the release contained
herein,  the  parties  hereto  agree  as  follows:

     1.     Payment. Entech will issue four hundred thousand (400,000) shares of
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the  Entech  common  stock  (the  "Shares")  to Birch Advisors Ltd. for services
performed by it to Entech up to and through August 30, 2004.

     2.     Release.   In  consideration  of  the  issuance of the Shares as set
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forth  in Paragraph 1 of this Agreement, Birch Advisors Ltd., for itself and its
successor  and  assigns,  will  be  deemed to have remised, released and forever
discharged,  and  by  these  presents  does,  for  itself and its successors and
assigns,  remise,  release,  and forever discharge Entech and its successors and
assigns,  of and from all manner of action and actions, causes of action, suits,
debts  and  dues,  claims  and  demands  whatsoever,  in law or in equity, which
against  Entech,  Birch  Advisors  Ltd.  ever  had, now has, or which it and its
successors  and assigns hereafter can, shall or may have, for, upon or by reason
of  the  investment  banking  services rendered by Birch Advisors Ltd. up to and
through August 30, 2004.

     3.     Legend.  Birch  Advisors  Ltd.  understands  and  agrees  that  the
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following  restrictions  and  limitations  are  applicable  to  its  resales,
hypothecations or other transfers of the Shares:

          (a)     The  Shares  shall  not  be  sold,  pledged,  hypothecated  or
otherwise  transferred unless the Shares are registered under the Securities Act
of  1933,  as  amended,  and  the  securities  laws  of any state, or are exempt
therefrom;

          (b)     A  legend in substantially the following form has been or will
be placed on any certificate(s) or other document(s) evidencing the Shares:

     THE  SECURITIES  REPRESENTED  BY  THIS  INSTRUMENT  OR  DOCUMENT  HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION,
SUCH  SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO
THE  COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE
EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF
1933,  AS  AMENDED,  TEE  SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION
PROMULGATED  THEREUNDER.

          (c)     Stop transfer instructions to the transfer agent of the Shares
have  been  or  will  be placed with respect to the Shares so as to restrict the
resale,  pledge, hypothecation or other transfer thereof, subject to the further
items  hereof,  including the provisions of the legend set forth in subparagraph
(ii) above; and

          (d)     The  legend  and  stop  transfer  instructions  described  in
subparagraphs  (b)  and  (c)  above  will  be  placed  with  respect  to any new
certificate(s)  or  other document(s) issued upon presentment by the undersigned
of certificate(s) or other document(s) for transfer.


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          (e)     Birch  Advisors  Ltd.  will be responsible for compliance with
all  conditions  on  transfer imposed by any federal or state securities statute
and  securities  law  administrator and for any expenses incurred by the Company
for  legal  or  accounting services in connection with reviewing such a proposed
transfer and/or issuing opinions in connection therewith.

     4.     Governing Law.   This Agreement shall be governed by and interpreted
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in accordance with the laws of the State of California.

     5.     Entire Agreement.  This  Agreement  sets  forth the entire agreement
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between  the  parties  with  regard  to  the  subject  matter  hereof.  No other
agreements, covenants, representations or warranties, expressed or implied, oral
or  written,  have  been  made  by either party to the other with respect to the
subject  matter  of this Agreement. All prior and contemporaneous conversations,
negotiations, possible and alleged agreements and representations, covenants and
warranties  with  respect to the subject matter hereof are waived, merged herein
and superseded hereby.

     6.     Modification and Revocation.   This Agreement may not be modified or
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revoked  except  by  a  written  instrument  executed  by  all  parties  to this
Agreement.

     7.     Signatories.  All  signatories to this Agreement represent that they
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are duly authorized and have full power to enter into this Agreement.

     8.     Additional Acts. All parties shall execute and deliver all documents
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and  perform  all  further  acts  that may be reasonably necessary and useful to
effectuate the purposes and provisions of this Agreement.

     9.     Multiple Counterparts.   This  Agreement  may  be executed in one or
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more  counterparts,  each of which shall be deemed an original, but all of which
together  shall constitute one and the same instrument. A facsimile transmission
of  this  signed  Agreement  shall  be  legal  and  binding  on  all  parties
hereto.

     IN  WITNESS  WHEREOF,  the  parties hereto have executed and delivered this
Agreement  on  the  date  first  appearing  above.

                                         ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.



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

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                                         BIRCH ADVISORS LTD.


                                         By  /s/  Michael Morris
                                           -------------------------------------
                                         Name  Michael Morris   , Title  Pres.
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