NOTE PURCHASE AGREEMENT

                                     BETWEEN

                    ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.

                                       AND

                                CERTAIN INVESTORS
                            (AS LISTED ON SCHEDULE A)

                           DATED SEPTEMBER 30th, 2004



<PAGE>
                             NOTE PURCHASE AGREEMENT
                             -----------------------

     This  NOTE PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into as
                                         ---------
of  30th  day of September, 2004 by and among ENTECH ENVIRONMENTAL TECHNOLOGIES,
INC.  INC.,  a corporation organized and existing under the laws of the State of
Florida  ("ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC."  or  the  "COMPANY"), and
           ------------------------------------------             -------
certain  investors,  (hereinafter  referred  to  collectively  as  "INVESTOR" OR
                                                                    --------
"INVESTORS")  as  listed  on  Schedule A herein (each agreement with an Investor
 ---------                    ----------
being  deemed  a separate and independent agreement between the Company and such
Investor).

                             PRELIMINARY STATEMENT:
                             ---------------------


     WHEREAS,  the  Investors wish to advance to the Company, upon the terms and
subject  to  the conditions of this Agreement, a minimum of One Hundred Thousand
Dollars  ($100,000)  and  a maximum of One Million Five Hundred Thousand Dollars
($1,500,000)  pursuant  to  a  secured  note  (the  "NOTE").  The  Note shall be
                                                     ----
convertible into shares of common stock in the Company at two and one half cents
($0.025) per share (the "CONVERSION PRICE"). In addition, the Company will issue
                         ----------------
Common  Stock  Purchase Warrants to purchase fifteen (15) shares of common stock
for  every  dollar  ($1.00)  of  principal  of the Note, at an exercise price of
fifteen  cents ($0.15) per share. (The Note and corresponding fifteen (15) stock
purchase  warrants  are  referred  to herein as a "Unit"). The Note shall have a
term  of  two  (2)  years  bearing  interest at a rate of eight percent (8%) per
annum. The Note shall have first lien and security interest on all assets of the
Company  and  its  subsidiaries.  The  Company shall have no right to prepay the
Note.  Investor  may  convert  the  Note  at  any  time.

     WHEREAS,  the  parties  intend to memorialize the purchase and sale of such
Units;

     NOW,  THEREFORE,  in  consideration  of  the  mutual covenants and premises
contained herein, and for other good and valuable consideration, the receipt and
adequacy  of  which  are  hereby  conclusively acknowledged, the parties hereto,
intending  to  be  legally  bound,  agree  as  follows:

                                    ARTICLE I

             INCORPORATION BY REFERENCE, SUPERSEDER AND DEFINITIONS
             ------------------------------------------------------

1.1     Incorporation by Reference.   The foregoing recitals, Schedule A and the
        --------------------------                            ----------
Exhibits  attached  hereto and referred to herein, are hereby acknowledged to be
true  and  accurate,  and  are  incorporated  herein  by  this  reference.


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 1 OF 24
<PAGE>
1.2     Superseder.   This Agreement, to the extent that it is inconsistent with
        ----------
any other instrument or understanding among the parties governing the affairs of
the  Company,  shall  supersede  such instrument or understanding to the fullest
extent  permitted  by  law.  A  copy  of  this  Agreement  shall be filed at the
Company's  principal  office.

1.3     Certain  Definitions.  For  purposes  of  this  Agreement, the following
        --------------------
capitalized  terms shall have the following meanings (all capitalized terms used
in this Agreement that are not defined in this Article 1 shall have the meanings
set  forth  elsewhere  in  this  Agreement):

          1.3.1     "1933  ACT"  means  the  Securities Act of 1933, as amended.
                     ---------

          1.3.2     "1934  ACT"  means  the  Securities Exchange Act of 1934, as
                     ---------
amended.

          1.3.3     "AFFILIATE"  means  a  Person  or  Persons  directly or
                     ---------
indirectly,  through  one  or more intermediaries, controlling, controlled by or
under common control with the Person(s) in question. The term "control," as used
in the immediately preceding sentence, means, with respect to a Person that is a
corporation,  the right to the exercise, directly or indirectly, of more than 50
percent  of  the  voting  rights  attributable  to the shares of such controlled
corporation  and,  with  respect  to  a  Person  that  is not a corporation, the
possession,  directly  or  indirectly,  of  the  power  to  direct  or cause the
direction  of  the  management  or  policies  of  such  controlled  Person.

          1.3.4     "ARTICLES".   The  Articles  of Organization of the Company,
                     --------
as the same may be amended from time to time.

          1.3.5     "CLOSING DATE" means  the  initial  advance  under  the Note
                     ------------
which shall occur on September 30th, 2004.

          1.3.6     "COMMON  STOCK"  means  the shares of common stock of ENTECH
                     -------------
ENVIRONMENTAL TECHNOLOGIES, INC par value $0.001 per share

          1.3.7     "EFFECTIVE  DATE"  shall  mean  the  date  the  Registration
                     ---------------
Statement  of  the  Company  covering  the Shares being subscribed for hereby is
declared  effective.

          1.3.8  "MATERIAL ADVERSE EFFECT"  shall  mean  any  adverse  effect on
                  -----------------------
the  business, operations, properties or financial condition of the Company that
is  material  and  adverse  to  the Company and its subsidiaries and affiliates,
taken  as  a  whole  and/or any condition, circumstance, or situation that would
prohibit  or  otherwise  materially interfere with the ability of the Company to
perform any of its material obligations under this Agreement or the Registration
Rights  Agreement  or  to  perform  its  obligations  under  any  other material
agreement.

          (1)     1.3.9    "FLORIDA ACT"  means the Florida revised Statutes, as
                            -----------
amended.

          1.3.10   "PERSON"  means  an  individual,  partnership,  firm, limited
                    ------
liability  company, trust, joint venture, association, corporation, or any other
legal  entity.


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 2 OF 24
<PAGE>
          1.3.11    "PURCHASE PRICE" means the advances made for the Units.
                     --------------

          1.3.12     REGISTRATION RIGHTS AGREEMENT"  shall mean the registration
                     -----------------------------
rights  agreement  between  the  Investors  and  the  Company attached hereto as
Exhibit B.
---------

          1.3.13     "REGISTRATION  STATEMENT"   shall  mean  the  registration
                      -----------------------
statement  under  the  1933  Act  to  be  filed with the Securities and Exchange
Commission  for  the  registration  of  the  Shares pursuant to the Registration
Rights  Agreement  attached  hereto  as  Exhibit  B.
                                         ----------

          1.3.14     "SEC"  means the Securities and  Exchange  Commission.
                      ---

          1.3.15     "SEC  DOCUMENTS"  shall  mean  the  Company's  latest  Form
                      --------------
10-K  or  10-KSB  as  of  the time in question, all Forms 10-Q or 10-QSB and 8-K
filed  thereafter,  and the Proxy Statement for its latest fiscal year as of the
time  in  question until such time as the Company no longer has an obligation to
maintain  the  effectiveness  of  a  Registration  Statement as set forth in the
Registration  Rights  Agreement.

          1.3.16     "SHARES"  shall  mean,  collectively,  the shares of Common
                      ------
Stock of the Company issued upon conversion of the Note subscribed for hereunder
and  those  shares of Common Stock issuable to the Investor upon exercise of the
Warrants.

          1.3.17     "UNITS"  shall mean the Note and the Warrants collectively.
                      -----

          1.3.18     "WARRANTS"  shall  mean  the Common Stock Purchase Warrants
                      --------
in the form attached hereto Exhibit C.
                            ---------

          1.3.19 "INSIDERS"  shall mean officers and directors of the Company.
                  --------


                                   ARTICLE II

          SALE AND PURCHASE OF ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
                            UNITS AND PURCHASE PRICE


2.1     SALE  OF ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. UNITS    Upon the terms
        ------------------------------------------------------
and  subject  to  the  conditions  set  forth  herein,  and  in  accordance with
applicable law, the Company agrees to sell, and the Investors, severally and not
jointly,  agree  to  purchase  the  following  Units with an aggregate principal
amount of a minimum One Hundred Thousand Dollars ($100,000) and a maximum of One
Million  Five  Hundred  Thousand  Dollars  ($1,500,000)  in  accordance with the
commitments  set  forth  on Schedule A attached hereto, at the Purchase Price on
                            ----------
the  Closing  Date,  each  Unit  consisting  of:


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 3 OF 24
<PAGE>
               2.1.1 NOTE  Upon execution and delivery of this Agreement and the
                     ----
Company's  receipt  of  the  Purchase Price (as described herein), each Investor
shall  receive  Notes  of  the Company. The Company shall register the shares of
Common  Stock  underlying  conversion  of  the  Notes  pursuant to the terms and
conditions of a Registration Rights Agreement attached hereto as Exhibit B.
                                                                 ---------

          2.1.1.1  MAXIMUM EXERCISE  The Holder shall not be entitled to convert
                   ----------------
     a  Note  on a conversion date to acquire a number of shares of Common Stock
     that  would  be  in excess of the sum of (i) the number of shares of Common
     Stock  beneficially  owned  by the Holder and its affiliates on an exercise
     date,  and  (ii)  the  number  of  shares of Common Stock issuable upon the
     conversion  of  the  Note  with  respect to which the determination of this
     limitation  is  being  made  on  a  conversion  date, which would result in
     beneficial ownership by the Holder and its affiliates of more than 4.99% of
     the  outstanding  shares  of Common Stock on such date. For the purposes of
     the  immediately  preceding  sentence,  beneficial  ownership  shall  be
     determined  in accordance with Section 13(d) of the Securities Exchange Act
     of  1934,  as  amended,  and  Regulation  13d-3  thereunder. Subject to the
     foregoing,  the  Holder shall not be limited to aggregate conversions which
     would  result in the issuance of more than 4.99%. The restriction described
     in this paragraph may be revoked upon sixty-one (61) days prior notice from
     the  Holder  to the Company. The Holder may allocate which of the equity of
     the  Company  deemed beneficially owned by the Subscriber shall be included
     in  the  4.99%  amount  described above and which shall be allocated to the
     excess  above  4.99%.

2.1.2  WARRANTS  Upon execution and delivery of this Agreement and the Company's
       --------
receipt of the Purchase Price (as described herein), each Investor shall receive
Warrants  to  purchase  fifteen (15) shares of common stock for every one dollar
($1.00)  of Notes purchased pursuant to the terms and conditions of a Warrant, a
form  of  which  is  attached  hereto  as  Exhibit  C.
                                           -----------

          2.1.2.1  MAXIMUM EXERCISE The Holder shall not be entitled to exercise
                   ----------------
     this  Warrant  on an exercise date in connection with that number of shares
     of  Common  Stock  which would be in excess of the sum of (i) the number of
     shares  of Common Stock beneficially owned by the Holder and its affiliates
     on an exercise date, and (ii) the number of shares of Common Stock issuable
     upon  the  exercise of this Warrant with respect to which the determination
     of this limitation is being made on an exercise date, which would result in
     beneficial ownership by the Holder and its affiliates of more than 4.99% of
     the  outstanding  shares  of Common Stock on such date. For the purposes of
     the  immediately  preceding  sentence,  beneficial  ownership  shall  be
     determined  in accordance with Section 13(d) of the Securities Exchange Act
     of  1934,  as  amended,  and  Regulation  13d-3  thereunder. Subject to the
     foregoing,  the  Holder  shall  not be limited to aggregate exercises which
     would  result in the issuance of more than 4.99%. The restriction described
     in this paragraph may be revoked upon sixty-one (61) days prior notice from
     the  Holder  to the Company. The Holder may allocate which of the equity of
     the  Company  deemed beneficially owned by the Subscriber shall be included
     in  the  4.99%  amount  described above and which shall be allocated to the
     excess  above  4.99%.


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 4 OF 30
<PAGE>
2.2  PURCHASE PRICE.  The purchase price  to  be  paid  by  each Investor on the
     --------------
Closing  Date  shall  be  as  defined  section  1.3.5,  as  the  case may be, in
accordance  with  on  SCHEDULE A attached hereto, and shall be payable in United
                      ----------
States  Dollars.  Payment  to the Company of the Purchase Price shall be made at
the  Closing  Date  by  wire  transfer  of funds to the account specified by the
Company  and  provided  to  the  Investor.

Payment by check shall be as follows:

Entech Environmental Technologies, Inc.
c/o H.B. Covey, Incorporated
309 East Commercial Street
Pomona, CA 91767-5506

Tel: 909-623-2502

Payment by wire shall be as follows:

<BANK INFORMATION>


                                   ARTICLE III

                     CLOSING DATE AND DELIVERIES AT CLOSING

3.1     CLOSING  DATE  The  closing  of  the  transactions  contemplated by this
        -------------
Agreement  (the "CLOSING"), unless expressly determined herein, shall be held at
                 -------
the  offices  of the Company, at at 5:00 P.M. local time, on the Closing Date or
on  such  other  date  and  at such other place as may be mutually agreed by the
parties,  including  closing  by  facsimile  with  originals  to  follow.

3.2     DELIVERIES BY THE COMPANY. In addition to and without limiting any other
        -------------------------
provision  of  this  Agreement,  the  Company  agrees to deliver, or cause to be
delivered,  to  the  Investors,  the  following:

     (a)       Within five (5) business days after Closing, ENTECH ENVIRONMENTAL
               TECHNOLOGIES,  INC.  will issue a Note duly endorsed to Investor,
               security  agreement  and  UCC  Financing  Statements;
     (b)       At or prior to Closing, an executed Agreement;
     (c)       At or  prior  to  Closing, an executed Warrant in the name of the
               Investor in the form attached hereto as Exhibit C;
                                                       ---------
     (d)       At or prior to Closing, an executed Registration Rights Agreement
               between  the Investor and the Company in the form attached hereto
               as Exhibit B;
                  ---------


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 5 OF 30
<PAGE>
     (e)       At  or  prior  to  Closing,  confirmation  that the provisions of
               Paragraphs  6.6,  6.7,  and  6.8  herein  have  been satisfied or
               commenced,  as  appropriate;
     (f)       At  or  prior to Closing, creation of an employee stock ownership
               plan and employee stock option plan of a total of fifteen million
               (15,000,000) shares and options for shares of common stock in the
               Company  to  vest to management and directors over two (2) years.
               Not  more  than  50%  will be vested immediately with the balance
               deferred  for  at  least  two  years  from  the  Closing  Date;
     (g)       Such  other  documents  or  certificates  as  shall be reasonably
               requested  by  the  each  Investor  or  its  counsel.

3.3     DELIVERIES  BY  INVESTOR.  In addition to and without limiting any other
        ------------------------
provision  of  this  Agreement,  each Investor agrees to deliver, or cause to be
delivered,  to  the  Company,  as  appropriate,  the  following:

          (a)       At or prior to Closing, the Purchase Price;
          (b)       At or prior to Closing, an executed Agreement;
          (c)       At  or  prior  to  Closing,  an executed Registration Rights
                    Agreement  between  the Investor and the Company in the form
                    attached  hereto  as  Exhibit  B;  and
                                          ----------
          (d)       Such  other documents or certificates as shall be reasonably
                    requested  by  the  Company  or  his  counsel.

In  the event any document provided to the other party in Paragraphs 3.2 and 3.2
herein  are  provided by facsimile, the party shall forward an original document
to  the  other  party  within  seven  (7)  business  days.

3.4  FURTHER ASSURANCES.   The Company and each Investor shall, upon request, on
     ------------------
     or  after  the  Closing  Date, cooperate with each other (specifically, the
     Company  shall  cooperate  with  each  Investor,  and  each  Investor shall
     cooperate  with  the Company, and no Investor is required to cooperate with
     any other Investor) by furnishing any additional information, executing and
     delivering  any additional documents and/or other instruments and doing any
     and  all  such things as may be reasonably required by the parties or their
     counsel  to consummate or otherwise implement the transactions contemplated
     by  this  Agreement.

3.5  THE  INVESTORS BY MAJORITY OF DOLLAR AMOUNT INVESTED  MAY WAIVE  ANY OF THE
     ---------------------------------------------------------------------------
     COMPANY'S  CONDITIONS  OF  CLOSING.
     -----------------------------------


                                   ARTICLE IV


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 6 OF 30
<PAGE>
                        REPRESENTATIONS AND WARRANTIES OF
                     ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.

     ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.  represents  and warrants to the
Investors  (which  warranties  and  representations  shall  survive  the Closing
regardless  of  what  examinations, inspections, audits and other investigations
the  Purchaser  has heretofore made or may hereinafter make with respect to such
warranties  and  representations)  as  follows:

4.1     ORGANIZATION  AND  QUALIFICATION.   ENTECH  ENVIRONMENTAL  TECHNOLOGIES,
        --------------------------------
INC.  is  a  corporation  duly  organized, validly existing and in good standing
under  the  laws  of the State of Florida, and has the requisite corporate power
and  authority  to  own,  lease  and  operate its properties and to carry on its
business  as  it  is now being conducted and is duly qualified to do business in
any other jurisdiction by virtue of the nature of the businesses conducted by it
or the ownership or leasing of its properties, except where the failure to be so
qualified  will  not,  when  taken together with all other such failures, have a
Material  Adverse  Effect  on  the  business,  operations,  properties,  assets,
financial  condition  or  results  of  operation  of  ENTECH  ENVIRONMENTAL
TECHNOLOGIES,  INC.  and  its  subsidiaries  taken  as  a  whole.

4.2     ARTICLES  OF  INCORPORATION AND BY-LAWS. The complete and correct copies
        ---------------------------------------
of  ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.'s  Articles  of Incorporation and
By-Laws,  as  amended  or  restated  to  date  which  have  been  filed with the
Securities  and  Exchange  Commission  are  a  complete and correct copy of such
document  as  in  effect  on  the  date  hereof  and  as  of  the  Closing Date.

4.3     CAPITALIZATION.
        --------------

               4.3.1     The  authorized and outstanding capital stock of ENTECH
ENVIRONMENTAL  TECHNOLOGIES,  INC.  is  set  forth  in  ENTECH  ENVIRONMENTAL
TECHNOLOGIES,  INC.'s  Annual  Report  on  Form 10-KSB, filed on <DATE> with the
Securities  and Exchange Commission and updated on all subsequent SEC Documents.
All  shares  of  capital stock have been duly authorized and are validly issued,
and  are  fully  paid  and  no  assessable,  and  free  of  preemptive  rights.

               4.3.2     Except  pursuant to this Agreement, and as set forth in
ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.'s Annual Report on Form 10-KSB, filed on
May  24th,  2004 with the SEC, as of the date hereof and as of the Closing Date,
there  are not now outstanding options, warrants, rights to subscribe for, calls
or  commitments of any character whatsoever relating to, or securities or rights
convertible  into  or  exchangeable for, shares of any class of capital stock of
ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.,  or  agreements,  understandings  or
arrangements  to which ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. is a party, or by
which  ENTECH  ENVIRONMENTAL


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 7 OF 30
<PAGE>
TECHNOLOGIES, INC. is or may be bound, to issue additional shares of its capital
stock  or  options,  warrants,  scrip  or  rights  to  subscribe  for,  calls or
commitment  of  any  character  whatsoever  relating to, or securities or rights
convertible  into  or  exchangeable  for, any shares of any class of its capital
stock.  The  Company agrees to inform the Investors in writing of any additional
warrants  granted  prior  to  the  Closing  Date.

               4.3.3    The  Company  on  the  Closing  Date  (i) will have full
right, power, and authority to sell, assign, transfer, and deliver, by reason of
record  and  beneficial  ownership,  to  each  Investor,  ENTECH  ENVIRONMENTAL
TECHNOLOGIES,  INC.  Shares  hereunder,  free  and  clear of all liens, charges,
claims,  options,  pledges,  restrictions, and encumbrances whatsoever; and (ii)
upon  delivery  of  and  payment  by  each Investor of the Purchase Price to the
Company,  such  Investor  will acquire good and marketable title to such Company
Stock,  free  and  clear  of  all  liens,  charges,  claims,  options,  pledges,
restrictions,  and  encumbrances  whatsoever.

4.4     AUTHORITY.   ENTECH  ENVIRONMENTAL  TECHNOLOGIES, INC. has all requisite
        ---------
corporate  power and authority to execute and deliver this Agreement, the Notes,
Security  Agreement  and  UCC  Financing  Statements, to perform its obligations
hereunder  and thereunder and to consummate the transactions contemplated hereby
and  thereby.  The  execution  and  delivery  of  this  Agreement  by  ENTECH
ENVIRONMENTAL  TECHNOLOGIES,  INC.  and  the  consummation  of  the transactions
contemplated  hereby have been duly authorized by all necessary corporate action
and  no  other  corporate  proceedings  on  the  part  of  ENTECH  ENVIRONMENTAL
TECHNOLOGIES, INC. is necessary to authorize this Agreement or to consummate the
transactions  contemplated  hereby  except  as disclosed in this Agreement. This
Agreement  has  been  duly  executed  and  delivered  by  ENTECH  ENVIRONMENTAL
TECHNOLOGIES,  INC.  and  constitutes the legal, valid and binding obligation of
ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.,  enforceable  against  ENTECH
ENVIRONMENTAL  TECHNOLOGIES,  INC.  in  accordance  with  its  terms.

4.5     NO  CONFLICT; REQUIRED  FILINGS  AND  CONSENTS.      The  execution  and
        ----------------------------------------------
delivery  of this Agreement by ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. does not,
and  the  performance  by  ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.  of  their
respective  obligations  hereunder  will  not:  (i) conflict with or violate the
Articles  or  By-Laws  of ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.; (ii) conflict
with,  breach  or  violate  any  federal,  state, foreign or local law, statute,
ordinance, rule, regulation, order, judgment or decree (collectively, "LAWS") in
effect  as  of the date of this Agreement and applicable to ENTECH ENVIRONMENTAL
TECHNOLOGIES,  INC.;  or (iii) result in any breach of, constitute a default (or
an  event  that  with  notice  or  lapse of time or both would become a default)
under,  give  to  any  other  entity  any  right  of  termination,  amendment,
acceleration  or  cancellation  of,  require  payment  under,  or  result in the
creation  of  a lien or encumbrance on any of the properties or assets of ENTECH
ENVIRONMENTAL  TECHNOLOGIES,  INC.  pursuant  to,  any  note,  bond,  mortgage,
indenture,  contract,  agreement,  lease,  license,  permit,  franchise or other
instrument  or


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 8 OF 30
<PAGE>
obligation  to  which  ENTECH  ENVIRONMENTAL TECHNOLOGIES, INC. is a party or by
ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC. or any of its properties or assets is
bound.  Excluding  from  the foregoing are such violations, conflicts, breaches,
defaults,  terminations,  accelerations,  creations of liens, or incumbency that
would  not,  in  the  aggregate,  have  a  Material  Adverse  Effect.

4.6     REPORT  AND  FINANCIAL  STATEMENTS.  ENTECH  ENVIRONMENTAL TECHNOLOGIES,
        ----------------------------------
INC.'s Annual Report on Form 10-KSB, filed on May 24th, 2004 with the Securities
and  Exchange  Commission  contains  the  audited financial statements of ENTECH
ENVIRONMENTAL  TECHNOLOGIES,  INC.  as  of  May  24th,  2004  (the  "FINANCIAL
                                                                     ---------
STATEMENTS").  Each  of  the  balance  sheets  contained  in  or incorporated by
----------
reference  into  any  such Financial Statements (including the related notes and
schedules  thereto)  fairly  presented  the  financial  position  of  ENTECH
ENVIRONMENTAL  TECHNOLOGIES,  INC. as of its date, and each of the statements of
income  and  changes  in  stockholders'  equity  and  cash  flows  or equivalent
statements  in  such  Financial  Statements  (including  any  related  notes and
schedules  thereto)  fairly  presents  and  will  fairly  present the results of
operations,  changes  in  stockholders' equity and changes in cash flows, as the
case may be, of ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. for the periods to which
they  relate,  in  each case in accordance with United States generally accepted
accounting  principles  ("U.S.  GAAP")  consistently  applied during the periods
                          ---------
involved,  except  in each case as may be noted therein, subject to normal year-
end audit adjustments in the case of unaudited statements. The books and records
of  ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. have been, and are being, maintained
in  all  material respects in accordance with U.S. GAAP and any other applicable
legal  and  accounting  requirements  and  reflect  only  actual  transaction.

4.7     COMPLIANCE WITH APPLICABLE LAWS. ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
        -------------------------------
is  not  in  violation  of,  or,  to  the  knowledge  of  ENTECH  ENVIRONMENTAL
TECHNOLOGIES,  INC.  is  under  investigation  with respect to or has been given
notice  or  has  been  charged  with  the violation of any Law of a governmental
agency, except for violations which individually or in the aggregate do not have
a  Material  Adverse  Effect.

4.8     BROKERS.      No  broker, finder or investment banker is entitled to any
        --------
brokerage,  finder's  or  other  fee  or  Commission  in  connection  with  the
transactions  contemplated  by this Agreement based upon arrangements made by or
on  behalf  of  ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.

4.9    SEC DOCUMENTS.  ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. acknowledges that
       -------------
ENTECH  ENVIRONMENTAL TECHNOLOGIES, INC. is a publicly held company and has made
available  to  the  Investors  after  demand  true  and  complete  copies of any
requested SEC Documents. The Company has registered its Common Stock pursuant to
Section 12 of the 1934 Act, and the Common Stock is listed and traded on the OTC
Bulletin  Board  Market  of the National Association of Securities Dealers, Inc.
The  Company  has  received  no


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<PAGE>
notice, either oral or written, with respect to the continued eligibility of the
Common  Stock  for such listing, and the Company has maintained all requirements
for  the  continuation  of  such  listing.  The  Company has not provided to the
Investors any information that, according to applicable law, rule or regulation,
should have been disclosed publicly prior to the date hereof by the Company, but
which has not been so disclosed. As of their respective dates, the SEC Documents
complied  in  all  material  respects with the requirements of the 1934 Act, and
rules  and  regulations  of the SEC promulgated thereunder and the SEC Documents
did  not  contain  any  untrue  statement  of a material fact or omit to state a
material  fact  required  to be stated therein or necessary in order to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading that the Investor has received from the Company reports with the
Securities  and  Exchange  Commission  and  with  the  NASD.

4.10     LITIGATION.   To  the  knowledge  of ENTECH ENVIRONMENTAL TECHNOLOGIES,
         ----------
INC., no litigation, claim, or other proceeding before any court or governmental
agency  is pending or threatened against ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
that  materially  effects  this  Agreement.

4.11     EXEMPTION  FROM REGISTRATION. Subject to the accuracy of the Investors'
         -----------------------------
representations  in  Article  V, except as required pursuant to the Registration
Rights  Agreement, the sale of the Units will not require registration under the
1933  Act  and/or any applicable state securities law. When validly converted in
accordance  with the terms of the Note, and Warrants, as exercised in accordance
with  their  terms, the Shares underlying the Note and the Warrants will be duly
and  validly  issued, fully paid, and non-assessable. The Company is issuing the
Units  in  accordance  with  and  in reliance upon the exemption from securities
registration afforded, inter alia, by Rule 506 under Regulation D as promulgated
by the SEC under the 1933, and/or Section 4(2) of the 1933 Act.

4.12     NO GENERAL SOLICITATION  OR  ADVERTISING IN REGARD TO THIS TRANSACTION.
         ----------------------------------------------------------------------
Neither  the  Company  nor  any  of  its Affiliates nor, to the knowledge of the
Company,  any  Person  acting  on  its or their behalf (i) has conducted or will
conduct  any  general  solicitation  (as  that  term  is  used in Rule 502(c) of
Regulation  D  as  promulgated  by  the  SEC  under  the  1933  Act)  or general
advertising  with  respect  to the sale of the Units, or (ii) made any offers or
sales  of  any  security  or  solicited any offers to buy any security under any
circumstances  that would require registration of the Units, under the 1933 Act,
except  as  required  herein.

4.13     NO MATERIAL ADVERSE CHANGE. Since March 31st, 2004, no Material Adverse
         --------------------------
Effect  has  occurred  or  exists  with respect to the Company that has not been
disclosed  in  the SEC Documents. No material supplier has given notice, oral or
written,  that it intends to cease or reduce the volume of its business with the
Company  from historical levels. Since March 31st 2004, no event or circumstance
has  occurred  or  exists  with  respect  to  the  Company  or  its  businesses,
properties,  prospects,  operations  or  financial  condition,  that,  under any
applicable


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law, rule or regulation, requires public disclosure or announcement prior to the
date  hereof  by  the  Company  but  which has not been so publicly announced or
disclosed  in  writing  to  the  Investors.

4.14     MATERIAL  NON-PUBLIC INFORMATION.  The Company has not disclosed to the
         --------------------------------
Investors  any  material  non-public  information  that  (i) if disclosed, would
reasonably  be  expected  to  have  a material effect on the price of the Common
Stock  or (ii) according to applicable law, rule or regulation, should have been
disclosed  publicly  by  the  Company prior to the date hereof but which has not
been  so  disclosed.

4.15     INTERNAL  CONTROLS  AND  PROCEDURES.  The  Company  maintains books and
         -----------------------------------
records and internal accounting controls which provide reasonable assurance that
(i)  all  transactions  to  which the Company or any subsidiary is a party or by
which  its  properties  are  bound are executed with management's authorization;
(ii)  the  recorded  accounting of the Company's consolidated assets is compared
with  existing  assets  at  regular  intervals;  (iii)  access  to the Company's
consolidated  assets  is  permitted  only  in  accordance  with  management's
authorization;  and (iv) all transactions to which the Company or any subsidiary
is  a  party  or  by which its properties are bound are recorded as necessary to
permit preparation of the financial statements of the Company in accordance with
U.S.  generally  accepted  accounting  principles.

4.16     FULL  DISCLOSURE.  No  representation  or  warranty  made  by  ENTECH
         ----------------
ENVIRONMENTAL  TECHNOLOGIES,  INC.  in  this  Agreement  and  no  certificate or
document  furnished  or  to  be  furnished  to  the  Purchaser  pursuant to this
Agreement  contains  or will contain any untrue statement of a material fact, or
omits  or  will  omit  to state a material fact necessary to make the statements
contained  herein  or  therein  not  misleading.

                                    ARTICLE V

                REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Each  Investor, severally and not jointly, as to himself or itself and not as to
any  other  Investor,  represents  and  warrants to the Company with the Company
that:

5.1     ORGANIZATION  AND  STANDING  OF  THE  INVESTOR.  Where the Investor is a
        -----------------------------------------------
corporation,  such  Investor  is duly incorporated, validly existing and in good
standing  under the laws of the state in which it was formed. The state in which
any  offer to purchase shares hereunder was made or accepted by such Investor is
the  state  shown as such Investor's address. If an entity, the Investor was not
formed  for  the  purpose  of  investing solely in the Units the subject of this
Agreement.

5.2     AUTHORIZATION  AND  POWER.  The  Investor  has  the  requisite power and
        -------------------------
authority  to  enter  into  and perform this Agreement and to purchase the Units
being  sold  to  it  hereunder.  The execution, delivery and performance of this
Agreement  by  the  Investor  and  the  consummation  by  the  Investor  of  the
transactions  contemplated  hereby  have  been  duly  authorized  by  all


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necessary  corporate  action  where  appropriate.  This  Agreement  and  the
Registration  Rights  Agreement  have  been  duly  executed and delivered by the
Investor  and  at  the Closing shall constitute valid and binding obligations of
the  Investor  enforceable  against the Investor in accordance with their terms,
except  as  such  enforceability  may  be  limited  by  applicable  bankruptcy,
insolvency,  reorganization,  moratorium,  liquidation,  conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement
of,  creditors'  rights and remedies or by other equitable principles of general
application.

5.3     NO CONFLICTS.  The execution, delivery and performance of this Agreement
        ------------
and  the consummation by the Investor of the transactions contemplated hereby or
relating hereto do not and will not (i) result in a violation of such Investor's
charter  documents  or  bylaws  where  appropriate  or  (ii)  conflict  with, or
constitute  a  default  (or  an event which with notice or lapse of time or both
would  become  a  default)  under,  or give to others any rights of termination,
amendment,  acceleration  or  cancellation  of  any  agreement,  indenture  or
instrument  to  which  the  Investor is a party, or result in a violation of any
law,  rule,  or  regulation,  or  any  order, judgment or decree of any court or
governmental  agency  applicable  to  the Investor or its properties (except for
such  conflicts,  defaults  and  violations as would not, individually or in the
aggregate, have a Material Adverse Effect on such Investor). The Investor is not
required to obtain any consent, authorization or order of, or make any filing or
registration  with, any court or governmental agency in order for it to execute,
deliver or perform any of such Investor's obligations under this Agreement or to
purchase  the  Units  in  accordance  with  the  terms hereof, provided that for
purposes  of  the representation made in this sentence, the Investor is assuming
and  relying upon the accuracy of the relevant representations and agreements of
the  Company  herein.

5.4     FINANCIAL RISKS. The Investor acknowledges that such Investor is able to
        ---------------
bear  the financial risks associated with an investment in the Units and that it
has  been  given full access to such records of the Company and the subsidiaries
and  to  the  officers  of  the  Company  and  the subsidiaries as it has deemed
necessary  or  appropriate  to  conduct  its  due  diligence  investigation. The
Investor  is  capable of evaluating the risks and merits of an investment in the
Units  by virtue of its experience as an investor and its knowledge, experience,
and sophistication in financial and business matters and the Investor is capable
of  bearing  the  entire  loss  of  its  investment  in  the  Units.

5.5     ACCREDITED  INVESTOR.  The  Investor  is (i) an "accredited investor" as
        --------------------
that  term is defined in Rule 501 of Regulation D promulgated under the 1933 Act
by  reason  of Rule 501(a)(3) and (6), (ii) experienced in making investments of
the  kind  described in this Agreement and the related documents, (iii) able, by
reason  of  the business and financial experience of its officers (if an entity)
and professional advisors (who are not affiliated with or compensated in any way
by  the  Company or any of its affiliates or selling agents), to protect its own
interests  in  connection with the transactions described in this Agreement, and
the related documents, and (iv) able to afford the entire loss of its investment
in  the  Units.


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    5.6     BROKERS.  No broker,  finder or investment banker is entitled to any
            -------
brokerage,  finder's  or  other  fee  or  Commission  in  connection  with  the
transactions  contemplated  by this Agreement based upon arrangements made by or
on  behalf  of  the  Investors.

5.7     KNOWLEDGE  OF  COMPANY.  Each  Investor and such Investor's advisors, if
        -----------------------
any,  have  been,  upon  request,  furnished  with all materials relating to the
business,  finances  and operations of the Company and materials relating to the
offer and sale of the Units. Each Investor and such Investor's advisors, if any,
have  been  afforded  the  opportunity  to ask questions of the Company and have
received  complete  and  satisfactory  answers  to  any  such  inquiries.

5.8     RISK  FACTORS  Each Investor understands that such Investor's investment
        -------------
in  the  Units involves a high degree of risk. Each Investor understands that no
United  States  federal  or state agency or any other government or governmental
agency  has  passed  on  or made any recommendation or endorsement of the Units.
Each  Investors warrants that such Investor is able to bear the complete loss of
such  Buyer's  investment  in  the  Units.

5.9     FULL  DISCLOSURE.  No representation or warranty made by the Investor in
        ----------------
this  Agreement  and  no certificate or document furnished or to be furnished to
ENTECH  ENVIRONMENTAL  TECHNOLOGIES, INC. pursuant to this Agreement contains or
will  contain  any untrue statement of a material fact, or omits or will omit to
state  a  material  fact  necessary  to  make the statements contained herein or
therein  not  misleading.  Except as set forth or referred to in this Agreement,
Investor  does  not have any agreement or understanding with any person relating
to  acquiring,  holding,  voting  or  disposing  of any equity securities of the
Company.

5.10     REIMBURSEMENT  OF  DUE DILIGENCE EXPENSES.    Upon closing, the Company
         -----------------------------------------
shall  reimburse  Investors  for  reasonable expenses incurred in conducting due
diligence. Such reimbursement shall be allocated to Investors that provide proof
of  payment of such expenses in a proportional manner. If the transaction is not
closed  there  shall  be  no  reimbursement  of  any  due  diligence  expenses.

5.11     REIMBURSEMENT  OF  LEGAL  EXPENSES.    Upon  closing, the Company shall
         ----------------------------------
reimburse  Investors for all reasonable legal expenses incurred relating to this
transaction  including  any retainer for current services and fees paid for past
legal  services  on behalf of the Company. Such reimbursement shall be allocated
to  Investors  that  provide proof of payment of such expenses in a proportional
manner.  If the transaction is not closed there shall be no reimbursement of any
legal  expenses.

5.12     REIMBURSEMENT  OR  CONVERSION  OF ALL PAYMENTS BY INVESTOR ON BEHALF OF
         -----------------------------------------------------------------------
COMPANY.  Upon  closing,  the Company shall reimburse Investors for all advanced
-------
funds  and  for  any  and  all  payments  (direct and indirect), for any purpose
whatsoever, made to any and all vendors, creditors and for liability settlements
of  the  Company  and its subsidiaries. Such advanced funds and payments include
but  are  not  limited  to  settlements  paid  and  payments  made  for  working


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<PAGE>
capital  purposes  as  well  as  items paid in Sections 5.10 and 5.11 above. The
Investor  in  its  sole  discretion may convert such advanced funds and payments
into  additional  subscription  of  the  Note.

                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

6.1.     REGISTRATION  RIGHTS.  The  Company shall cause the Registration Rights
         --------------------
Agreement to remain in full force and effect and the Company shall comply in all
material  respects  with  the  terms  thereof.

6.2.     RESERVATION  OF  COMMON  STOCK.  As of the date hereof, the Company has
         ------------------------------
reserved  and  the  Company  shall continue to reserve and keep available at all
times,  free  of  preemptive  rights,  shares of Common Stock for the purpose of
enabling  the  Company  to issue the shares of Common Stock underlying the Notes
and  Warrants.

6.3.     LISTING  OF  COMMON  STOCK.  The  Company hereby agrees to maintain the
         --------------------------
listing  of the Common Stock on a publicly trading market. The Company will take
all action to continue the listing and trading of its Common Stock on a publicly
traded  market  and  will  comply  in all respects with the Company's reporting,
filing  and  other  obligations  under  the bylaws or rules of a publicly traded
market.

6.4.     EXCHANGE  ACT  REGISTRATION. The Company will cause its Common Stock to
         ---------------------------
continue  to  be registered under Section 12(b) or (g) of the 1934 Act, will use
its  best  efforts  to  comply  in  all  respects  with its reporting and filing
obligations  under  the  1934  Act,  and  will  not  take any action or file any
document  (whether  or not permitted by the 1934 Act or the rules thereunder) to
terminate  or suspend such registration or to terminate or suspend its reporting
and  filing  obligations under the 1934 until the Investors have disposed of all
of their Shares or the shares of Common Stock underlying the Warrants.

6.5.     CORPORATE  EXISTENCE; CONFLICTING AGREEMENTS. The Company will take all
         --------------------------------------------
steps necessary to preserve and continue the corporate existence of the Company.
The  Company  shall  not  enter into any agreement, the terms of which agreement
would  restrict  or impair the right or ability of the Company to perform any of
its  obligations under this Agreement or any of the other agreements attached as
exhibits  hereto.

6.6  PREFERRED  STOCK.   On  or  prior  to  the  Closing  Date, the Company will
     -----------------
     cause  to  be  cancelled  all  authorized  shares of Preferred Stock of the
     Company.  For a period of three years from the closing the Company will not
     issue  any  preferred  stock.

6.7  CONVERTIBLE  DEBT.     On  or  prior to  the Closing Date, the Company will
     ------------------
     cause  to  be  cancelled all convertible debt in the Company other than the
     Notes.  For  a  period  of  three


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<PAGE>
     years  from  the  closing  the  Company will not issue any convertible debt
     other  than  the  Notes.

6.8  RESET EQUITY DEALS.     On or  prior  to the Closing Date, the Company will
     -------------------
     cause  to  be  cancelled  any  and all reset features related to any shares
     outstanding  that  could  result  in  additional shares being issued. For a
     period  of three years from the closing the Company will not enter into any
     transactions  that  have any reset features that could result in additional
     shares  being  issued.

6.9  INDEPENDENT  DIRECTORS.    The  Company  will  cause  the appointment of at
     ----------------------
     least  two  independent directors within one hundred (100) days. If no such
     Directors  are appointed, the Company shall pay to the Investors, pro rata,
     as  liquidated damages and not as a penalty, an amount equal to twenty four
     percent (24%) of the Purchase Price per annum, payable monthly. The parties
     agree  that  the  only damages payable for a violation of the terms of this
     Agreement  with  respect to which liquidated damages are expressly provided
     shall  be such liquidated damages. Nothing shall preclude the Investor from
     pursuing  or  obtaining specific performance or other equitable relief with
     respect  to  this  Agreement.  The parties hereto agree that the liquidated
     damages  provided  for in this Section 6.9 constitute a reasonable estimate
     of  the  damages  that  may  be  incurred  by the Investor by reason of the
     failure  of  the  Company  to appoint at least two independent directors in
     accordance  with  the  provision  hereof.

6.10 INDEPENDENT  DIRECTORS  BECOME  MAJORITY  OF  AUDIT  AND  COMPENSATION
     ----------------------------------------------------------------------
     COMMITTEES. The Company will cause the appointment of a majority of outside
     ----------
     directors  to  the  audit  and  compensation  committees  of  the  board of
     directors  within  one  hundred and twenty (120) days. If no such Directors
     are  appointed,  the  Company  shall  pay  to  the  Investors, pro rata, as
     liquidated  damages  and  not  as a penalty, an amount equal to twenty four
     percent (24%) of the Purchase Price per annum, payable monthly. The parties
     agree  that  the  only damages payable for a violation of the terms of this
     Agreement  with  respect to which liquidated damages are expressly provided
     shall  be such liquidated damages. Nothing shall preclude the Investor from
     pursuing  or  obtaining specific performance or other equitable relief with
     respect  to  this  Agreement.  The parties hereto agree that the liquidated
     damages  provided for in this Section 6.10 constitute a reasonable estimate
     of  the  damages  that  may  be  incurred  by the Investor by reason of the
     failure  of  the  Company  to appoint at least two independent directors in
     accordance  with  the  provision  hereof.

6.11 USE  OF  PROCEEDS.   The Company will use the proceeds from the sale of the
     -----------------
     Units  (excluding  amounts paid by the Company for legal and administrative
     fees  in  connection  with  the  sale  of  the  Units) for working capital.

6.12 RIGHT OF FIRST REFUSAL.   Each Investor shall have the right to participate
     ----------------------
in  any  financing by the company on a pro rata basis at eighty percent (80%) of
the  offering  price.


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<PAGE>
6.13 PRICE ADJUSTMENT.    If,  within  the 24 months following the Closing Date,
     ----------------
the  Company  closes  on the sale of a note or notes, shares of Common Stock, or
shares  of any class of Preferred Stock at a price per share of Common Stock, or
with  a  conversion right to acquire Common Stock at a price per share of Common
Stock, that is less than the Conversion Price (as adjusted to the capitalization
per  share  as of the Closing Date, following any stock splits, stock dividends,
or  the  like)  (collectively,  the  "Subsequent Conversion Price"), the Company
shall  make  a  post-Closing  adjustment  in  the  Conversion  Price so that the
effective  price  per  share  paid by the Investors is reduced to the Subsequent
Conversion  Price  as  applied  to  the  Investors'  then  current  holdings.

6.14 INSIDER  SELLING.  The  earliest  any "insiders"  can  start  selling their
     -----------------
     shares  shall  be two years from Closing. Investors and Terence Leong shall
     not  be  considered  "Insiders".

6.15 EMPLOYMENT  AND CONSULTING CONTRACTS.   Employment and consulting contracts
     -------------------------------------
     with  officers  and  directors shall at time of Closing and for three years
     thereafter shall not contain: any bonuses not related directly to increases
     in  earnings  per  share;  any car allowances not approved by the unanimous
     vote  of  the  board  of  directors;  any  anti-dilution  or  reverse split
     protection  provisions  for  shares,  options  or  warrants;  any  deferred
     compensation;  any  unreasonable  compensation  or  benefit clauses; or any
     termination  clauses  of  over  one  year  of  salary.

6.16 NOTICE  OF INTENT TO SELL OR MERGE COMPANY.  The Company will give Investor
     -------------------------------------------
     90  days  notice  before  entering  into  a  transaction to merge or sell a
     controlling  interest  in  the  Company.

6.17 SALE  OR  MERGER  OF  COMPANY.  In  the  event  of  a  sale  or  merger  of
     ------------------------------
     substantially  all of the Company the 4.99% restriction in the Notes and in
     the Warrants will immediately be released and the Buyer will have the right
     to  exercise  the  options  concurrent  with  the  sale.


                                   ARTICLE VII

                           COVENANTS OF THE INVESTORS

7.1     COMPLIANCE  WITH  LAW. The Investor's trading activities with respect to
        ---------------------
shares  of  the Company's Common Stock will be in compliance with all applicable
state  and  federal  securities  laws,  rules  and  regulations  and  rules  and
regulations  of any public market on which the Company's Common Stock is listed.


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7.2     TRANSFER RESTRICTIONS.   The  Investor's acknowledge that (1) the Notes,
        ---------------------
Warrants  and  shares underlying the Notes and Warrants have not been registered
under  the  provisions  of  the  1933 Act, and may not be transferred unless (A)
subsequently registered thereunder or (B) the Investor's shall have delivered to
the  Company  an  opinion of counsel, reasonably satisfactory in form, scope and
substance  to  the  Company,  to  the effect that the Notes, Warrants and shares
underlying  the  Notes  and  Warrants  to  be sold or transferred may be sold or
transferred pursuant to an exemption from such registration; and (2) any sale of
the  Notes,  Warrants  and  shares  underlying  the  Notes  and Warrants made in
reliance  on  Rule  144  promulgated  under  the  1933  Act  may be made only in
accordance  with  the  terms  of  said  Rule  and  further,  if said Rule is not
applicable,  any  resale  of  such  Securities  under circumstances in which the
seller,  or  the  person  through  whom the sale is made, may be deemed to be an
underwriter,  as  that term is used in the 1933 Act, may require compliance with
some  other exemption under the 1933 Act or the rules and regulations of the SEC
thereunder.

7.3     RESTRICTIVE LEGEND.  The Investors acknowledge and agree that the Notes,
        ------------------
the  Warrants  and the Shares underlying the Notes and Warrants, and, until such
time  as the Shares underlying the Notes and Warrants have been registered under
the  1933  Act  and sold in accordance with an effective Registration Statement,
certificates  and other instruments representing any of the Shares, shall bear a
restrictive  legend  in  substantially  the  following form (and a stop-transfer
order  may  be  placed  against  transfer  of  any  such  Securities):

     "THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
     "SECURITIES  ACT"),  OR  ANY  STATE  SECURITIES  LAWS AND NEITHER SUCH
     SHARES  NOR  ANY  INTEREST  THEREIN  MAY  BE  OFFERED,  SOLD, PLEDGED,
     ASSIGNED  OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
     WITH  RESPECT  THERETO  IS  EFFECTIVE UNDER THE SECURITIES ACT AND ANY
     APPLICABLE  STATE  SECURITIES  LAWS,  OR  (2)  IN  ACCORDANCE WITH THE
     PROVISIONS  OF  REGULATION  S,  OR  (3)  PURSUANT TO AN EXEMPTION FROM
     REGISTRATION  UNDER  THE  SECURITIES  ACT."


                                  ARTICLE VIII

                CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS

     The  obligation  of the Company to consummate the transactions contemplated
hereby  shall be subject to the fulfillment, on or prior to Closing Date, of the
following  conditions:

8.1     NO TERMINATION. This  Agreement  shall not have been terminated pursuant
        --------------
to  Article  X  hereof.

8.2     REPRESENTATIONS TRUE AND CORRECT.  The representations and warranties of
        --------------------------------
the  Investors  contained  in  this  Agreement  shall be true and correct in all
material  respects  on and as of the Closing Date with the same force and effect
as  if  made  on  as  of  the  Closing  Date.


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 17 OF 30
<PAGE>
8.3     COMPLIANCE WITH COVENANTS.   The  Investors  shall  have  performed  and
        -------------------------
complied in all material respects with all covenants, agreements, and conditions
required  by this Agreement to be performed or complied by it prior to or at the
Closing  Date.

8.4     NO ADVERSE PROCEEDINGS.   On  the  Closing Date, no action or proceeding
        ----------------------
shall  be  pending  by  any  public authority or individual or entity before any
court  or  administrative  body  to  restrain,  enjoin, or otherwise prevent the
consummation  of  this  Agreement  or the transactions contemplated hereby or to
recover  any  damages  or  obtain  other  relief as a result of the transactions
proposed  hereby.



                                   ARTICLE IX

                 CONDITIONS PRECEDENT TO INVESTOR'S OBLIGATIONS

     The obligation of the Investors to consummate the transactions contemplated
hereby  shall  be subject to the fulfillment, on or prior to Closing Date unless
specified  otherwise,  of  the  following  conditions:

9.1     NO TERMINATION.  This  Agreement shall not have been terminated pursuant
        --------------
to Article  X  hereof.

9.2     REPRESENTATIONS  TRUE  AND CORRECT.   The representations and warranties
        ----------------------------------
of  ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. contained in this Agreement shall be
true and correct in all material respects on and as of the Closing Date with the
same force and effect as if made on as of the Closing Date.

9.1    COMPLIANCE  WITH  COVENANTS .  ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.
       ----------------------------
shall  have  performed and complied in all material respects with all covenants,
agreements,  and  conditions  required  by  this  Agreement  to  be performed or
complied  by  it  prior  to  or  at  the  Closing  Date.

9.4     NO ADVERSE PROCEEDINGS.  On  the  Closing  Date, no action or proceeding
        ----------------------
shall  be  pending  by  any  public authority or individual or entity before any
court  or  administrative  body  to  restrain,  enjoin, or otherwise prevent the
consummation  of  this  Agreement  or the transactions contemplated hereby or to
recover  any  damages  or  obtain  other  relief as a result of the transactions
proposed  hereby.


                                    ARTICLE X


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 18 OF 30
<PAGE>
                        TERMINATION, AMENDMENT AND WAIVER

10.1     TERMINATION.   This  Agreement  may  be terminated at any time prior to
         -----------
the  Effective  Time:

          10.1.1     by mutual written consent of the Investors and the Company;

          10.1.2     by  the  Company  upon  a  material  breach  of  any
representation,  warranty, covenant or agreement on the part of the Investor set
forth  in  this  Agreement,  or  the  Investor  upon  a  material  breach of any
representation,  warranty,  covenant  or  agreement  on  the  part  of  ENTECH
ENVIRONMENTAL  TECHNOLOGIES,  INC.  set  forth  in  this  Agreement,  or  if any
representation  or  warranty  of  ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. or the
Investor,  respectively,  shall have become untrue, in either case such that any
of  the  conditions  set forth in Article VIII or Article IX hereof would not be
satisfied  (a  "TERMINATING BREACH"), and such breach shall, if capable of cure,
not have been cured within five (5) days after receipt by the party in breach of
a notice from the non-breaching party setting forth in detail the nature of such
breach.

10.2     EFFECT  OF  TERMINATION.   In  the  event  of  the  termination of this
         -----------------------
Agreement  pursuant to Paragraph 10.1 hereof, there shall be no liability on the
party  of  ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC. or the Investors or any of
their  respective  officers,  directors, agents or other representatives and all
rights  and  obligations  of  any  party hereto shall cease, except as expressed
herein,  except  that  the Company retains the obligations pursuant to Paragraph
6.7.

10.3     AMENDMENT.  This  Agreement  may  be  amended by the parties hereto any
         ---------
time prior to the Closing Date by an instrument in writing signed by the parties
hereto.

10.3  WAIVER.  At  any  time  prior  to  the  Closing Date, ENTECH ENVIRONMENTAL
      ------
TECHNOLOGIES,  INC.  or  the Investors, as appropriate, may: (a) extend the time
for  the  performance of any of the obligations or other acts of other party or;
(b)  waive  any  inaccuracies  in  the  representations and warranties contained
herein  or  in any document delivered pursuant hereto which have been made to it
or  them;  or  (c)  waive  compliance  with  any of the agreements or conditions
contained herein for its or their benefit. Any such extension or waiver shall be
valid  only  if  set  forth  in  an instrument in writing signed by the party or
parties  to  be  bound  hereby.


                                   ARTICLE XI


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 19 OF 30
<PAGE>
                               GENERAL PROVISIONS

11.1     TRANSACTION  COSTS.  Except  as  otherwise provided herein, each of the
         ------------------
parties  shall pay all of his or its costs and expenses (including attorney fees
and  other  legal  costs and expenses and accountants' fees and other accounting
costs  and  expenses)  incurred by that party in connection with this Agreement.

11.2     INDEMNIFICATION.    The  Investor  agrees to indemnify, defend and hold
         ---------------
the Company (following the Closing Date) and its officers and directors harmless
against  and in respect of any and all claims, demands, losses, costs, expenses,
obligations,  liabilities  or  damages,  including  interest,  penalties  and
reasonable attorney's fees, that it shall incur or suffer, which arise out of or
result  from  any  breach  of this Agreement by such Investor or failure by such
Investor  to  perform  with respect to any of its representations, warranties or
covenants  contained  in  this  Agreement  or in any exhibit or other instrument
furnished  or  to  be  furnished  under  this  Agreement.  The Company agrees to
indemnify,  defend  and hold the Investor harmless against and in respect of any
and  all  claims,  demands, losses, costs, expenses, obligations, liabilities or
damages,  including  interest, penalties and reasonable attorney's fees, that it
shall  incur  or suffer, which arise out of, result from or relate to any breach
of  this  Agreement  or failure by the Company to perform with respect to any of
its  representations,  warranties or covenants contained in this Agreement or in
any  exhibit  or  other  instrument  furnished  or  to  be  furnished under this
Agreement. In no event shall the Company be entitled to recover consequential or
punitive  damages  resulting  from  a  breach or violation of this Agreement nor
shall any party have any liability hereunder in the event of gross negligence or
willful  misconduct  of  the indemnified party. In the event of a breach of this
Agreement  by  the Company, the Investor shall be entitled to pursue a remedy of
specific  performance upon tender into the Court an amount equal to the Purchase
Price  of  the  Units  hereunder.  The indemnification by the Investors shall be
limited  to  the  amount  they  have  invested  on  the  Closing  Date.

11.3     HEADINGS.   The  table  of  contents  and  headings  contained  in this
         --------
Agreement  are  for  reference purposes only and shall not affect in any way the
meaning  or  interpretation  of  this  Agreement.

11.4     ENTIRE AGREEMENT. This Agreement (together with the Schedule, Exhibits,
         ----------------
Warrants  and  documents  referred to herein) constitute the entire agreement of
the  parties  and  supersede all prior agreements and undertakings, both written
and  oral,  between  the  parties,  or  any of them, with respect to the subject
matter  hereof.

11.5     NOTICES.  All  notices  and  other communications hereunder shall be in
         -------
writing  and  shall  be  deemed  to  have  been  given  (i) on the date they are
delivered  if  delivered  in  person;  (ii)  on  the  date initially received if
delivered  by  facsimile  transmission  followed  by  registered  or  certified


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 20 OF 30
<PAGE>
mail  confirmation; (iii) on the date delivered by an overnight courier service;
or  (iv) on the third business day after it is mailed by registered or certified
mail,  return  receipt requested with postage and other fees prepaid as follows:

          If to ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.:
          ---------------------------------------------

          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.

          With a copy to:
          --------------
          <ADDRESS>


          If to the Investors:
          -------------------

          To  the address listed on Schedule A herein or to the address provided
                                    ----------
          to  the  Company  by  an  Investor.

11.6     SEVERABILITY.   If  any  term  or  other provision of this Agreement is
         ------------
invalid,  illegal  or  incapable  of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain  in  full  force and effect so long as the economic or legal substance of
the  transactions  contemplated  hereby is not affected in any manner materially
adverse  to  any  party.  Upon  such  determination  that any such term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in  good  faith  to  modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the  end  that  the transactions contemplated hereby are fulfilled to the extent
possible.

11.7     BINDING  EFFECT. All the terms and provisions of this Agreement whether
         ---------------
so  expressed  or  not,  shall  be binding upon, inure to the benefit of, and be
enforceable by the parties and their respective administrators, executors, legal
representatives,  heirs,  successors  and  assignees.

11.8     PREPARATION OF AGREEMENT.    This Agreement shall not be construed more
         ------------------------
strongly against any party regardless of who is responsible for its preparation.
The  parties  acknowledge  each  contributed  and is equally responsible for its
preparation.

11.9     GOVERNING  LAW.   This Agreement shall be governed by, and construed in
         --------------
accordance  with,  the  laws  of the State of New York, without giving effect to
applicable  principles  of  conflicts  of  law.


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 21 OF 30
<PAGE>
11.10     JURISDICTION.  This  Agreement  shall  be  exclusively governed by and
          -------------
construed in accordance with the laws of the State of New York. If any action is
brought among the parties with respect to this Agreement or otherwise, by way of
a  claim  or counterclaim, the parties agree that in any such action, and on all
issues,  the parties irrevocably waive their right to a trial by jury. Exclusive
jurisdiction and venue for any such action shall be the State Courts of Ohio. In
the event suit or action is brought by any party under this Agreement to enforce
any  of  its terms, or in any appeal therefrom, it is agreed that the prevailing
party  shall  be  entitled  to  reasonable  attorneys  fees  to  be fixed by the
arbitrator,  trial  court,  and/or  appellate  court.

11.11     PREPARATION  AND FILING OF SECURITIES AND EXCHANGE COMMISSION FILINGS.
          ----------------------------------------------------------------------
Each  Investor  shall  reasonably  assist  and cooperate with the Company in the
preparation  of  all  filings  with the SEC after the Closing Date due after the
Closing  Date.

11.12     FURTHER  ASSURANCES,  COOPERATION.   Each party shall, upon reasonable
          ---------------------------------
request  by  the  other  party,  execute  and  deliver  any additional documents
necessary  or  desirable  to complete the transactions herein pursuant to and in
the manner contemplated by this Agreement. The parties hereto agree to cooperate
and  use  their  respective  best  efforts  to  consummate  the  transactions
contemplated  by  this  Agreement.

11.13   SURVIVAL  The representations, warranties, covenants and agreements made
        --------
herein shall survive the Closing of the transaction contemplated hereby.

11.14     THIRD PARTIES   Except as disclosed in this Agreement, nothing in this
          -------------
Agreement,  whether  express  or  implied,  is  intended to confer any rights or
remedies  under  or  by  reason  of this Agreement on any persons other than the
parties  hereto  and  their  respective  administrators,  executors,  legal
representatives,  heirs,  successors and assignees. Nothing in this Agreement is
intended  to  relieve  or  discharge  the  obligation  or liability of any third
persons  to  any party to this Agreement, nor shall any provision give any third
persons  any  right  of  subrogation or action over or against any party to this
Agreement.

11.15     FAILURE  OR  INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or
          -------------------------------------------------------
delay  on  the  part  of any party hereto in the exercise of any right hereunder
shall  impair  such right or be construed to be a waiver of, or acquiescence in,
any  breach  of  any representation, warranty, covenant or agreement herein, nor
shall nay single or partial exercise of any such right preclude other or further
exercise  thereof  or of any other right. All rights and remedies existing under
this  Agreement  are cumulative to, and not exclusive of, any rights or remedies
otherwise  available.

11.16     COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
          ------------
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original, but all of which taken
together  shall  constitute one and the same agreement. A facsimile transmission
of  this  signed  Agreement  shall  be  legal and binding on all parties hereto.


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 22 OF 30
<PAGE>
                         [SIGNATURES ON FOLLOWING PAGE]





                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 23 OF 30
<PAGE>
     IN WITNESS WHEREOF, the Investors and the Company have as of the date first
written  above  executed  this  Agreement.

ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.


ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC.


Burr Northrop
--------------------------

By:  /s/  Burr Northrop
   -----------------------
Title:  President
      --------------------

                                    INVESTORS



/s/  Andrew Barron Worden
-----------------------------
Andrew Barron Worden
President, General Partner of
Barron Partners LP
730 Fifth Avenue, 9th Floor
New York NY 10019



-------------------------------                  -------------------------------
Print Name:                                      Print Name:
Entity (if appropriate):                         Entity (if appropriate):
                        -------                                          -------

-------------------------------                  -------------------------------
Title: (if appropriate):                         Title: (if appropriate):
                        -------                                          -------



-------------------------------                  -------------------------------
Print Name:                                      Print Name:
Entity (if appropriate):                         Entity (if appropriate):
                        -------                                          -------

-------------------------------                  -------------------------------
Title: (if appropriate):                         Title: (if appropriate):
                        -------                                          -------


                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 24 OF 30
<PAGE>




                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 25 OF 30
<PAGE>
                                   SCHEDULE A



NAME AND ADDRESS       AMOUNT OF            NUMBER OF      NUMBER OF WARRANTS
                       INVESTMENT           SHARES OF
                                          COMMON STOCK




                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 26 OF 30
<PAGE>




                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 27 OF 30
<PAGE>
EXHIBIT A
---------

                                FORM OF WARRANT
                                ---------------




                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 28 OF 30
<PAGE>
                                    EXHIBIT B
                                    ---------

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------




                        NOTE PURCHASE AGREEMENT BETWEEN
      ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS
                                  PAGE 29 OF 30
<PAGE>