NEITHER  THIS  NOTE  NOR THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS,  AND  MAY  NOT BE TRANSFERRED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER
SUCH  ACT  AND  APPLICABLE  STATE  SECURITIES  LAWS  OR UNLESS AN EXEMPTION FROM
REGISTRATION  IS  AVAILABLE.


Note No.                                                      September 30, 2004
        ------------                                                    --
New York, New York


                            SECURED CONVERTIBLE NOTE
                            ------------------------

     ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC,  a Florida corporation (together
with  its  subsidiaries and successors, the "MAKER"), for value received, hereby
promises  to  pay  to  the  order  of  BARRON PARTNERS, L.P., a Delaware limited
partnership ("HOLDER") and registered assigns the principal sum indicated in the
space  provided below or so much thereof as shall be funded. This Note is one of
a  series  of Notes ("SERIES OF NOTES") not to exceed an aggregate amount of ONE
MILLION  FIVE  HUNDRED  THOUSAND DOLLARS ($1,500,000) in principal. All payments
made  on  this  Note  shall  be  made  to Holder by wire transfer of immediately
available  funds  to  Holder's  account (the "BANK ACCOUNT") at such bank in the
United  States  as may be specified in writing by Holder to Maker, together with
interest  on  the  principal sum of this Note outstanding from time to time. All
payments  made on this Note and the other notes within the Series of Notes shall
be made pro rata and pari passu.

     1.     MATURITY  DATE.  The  principal sum of this Note shall be payable on
            --------------
September 30, 2006 (the "MATURITY DATE"), in such coin or currency of the United
Stales  of  America  as  at  the  time  of payment shall be legal tender for the
payment  of  public  and  private debts. The Maker shall have no right to prepay
this  Note,

     2.     INTEREST.  Interest  on  the  principal sum of this Note outstanding
            --------
from  time  to  time shall be payable on the Maturity Date at the rate of 8% per
annum  from  the  date  of issuance set forth above until payment in full of the
principal sum hereof has been made. Any installment of principal or interest not
paid  when  due, by acceleration or otherwise, shall bear interest after the due
date  at  the  rate  equal to the lesser of (a) 18% per annum or (b) the highest
rate  of  interest permitted by applicable law, payable upon demand. Interest on
this  Note  shall  be calculated on the basis of a 360-day year and paid for the
actual  number  of  days  elapsed.

     3.   COLLATERAL.
          ----------

          (a)     SECURITY  INTEREST.  Maker  hereby  grants to Holder to secure
                  ------------------
     this  Note  a  first  perfected security interest in and lien on all of the
     tangible  and  intangible  assets  of Maker, whether now owned or existing,
     hereafter  acquired  or arising, or in which Maker now or hereafter has any
     rights,  and wheresoever located including, without limitation, any and all
     of  the  following:  (i)  accounts; (ii) accounts receivable; (iii) chattel
     paper;  (iv) documents; (v) equipment; (vi) general intangibles, including,
     without  limitation,  patents,  patent applications, trademarks and service
     marks,  and  computer  software  and  programs;  (vii)  instruments; (viii)
     inventory;  (ix)  investment property; (x) monies, residues and property of
     any  kind that is now, or at any time hereafter, in the possession or under
     the  control  of  Maker;  (xi)  real  property;  (xii)  accessions  to,
     substitutions  for,  and  all  replacements,  products  and proceeds of the
     foregoing,  including,  without limitation, proceeds of insurance policies;
     and  (xiii)  books  and  records  (including,  without limitation, customer
     lists,  credit  files,  computer  programs,  print-outs  and other computer
     materials  and  records)  of  Maker  pertaining  to  any  of  the foregoing
     (collectively,  the "COLLATERAL"), and agrees that Holder shall have all of
     the  rights  of  a  secured  party under the Uniform Commercial Code of the
     State  of  California.


<PAGE>
          (b)     FINANCING STATEMENTS AND COSTS. Maker will join with Holder in
                  ------------------------------
     the  execution  and filing of such Financing statement or statements as may
     be  requested  by Holder in form and content reasonably required by Holder.
     Maker  will  pay  all  costs  of  filing  any  financing,  continuation  or
     termination  statements  with  respect  to the security interest created by
     this  Note,  together with costs and expenses of any lien search reasonably
     required  by  Holder  during  the  term  hereof.

          (c)     COLLECTIONS;  HOLDER'S  RIGHT TO NOTIFY DEBTORS; VERIFICATION.
                  -------------------------------------------------------------
     Maker  hereby  authorizes  Holder,  at  any time or times after an Event of
     Default  (as  hereinafter  defined), to: (i) notify any or all debtors that
     the  accounts receivable have been assigned to Holder and that Holder has a
     security  interest  therein;  and  (ii)  direct  such  debtors  to make all
     payments  due from them to Maker upon the accounts receivable directly to a
     lock  box  designated by Holder. Holder shall promptly furnish Maker with a
     copy of any such notice sent. Any such notice, in Holder's sole discretion,
     may  be sent on Maker's letterhead, in which event Maker shall co-sign such
     notice  with  Holder.

          (d)     CONSIGNMENT OF INVENTORY.   Maker shall not at any time permit
                  ------------------------
     any inventory to be placed on consignment with any person or entity without
     the  prior  written  consent  of  Holder.

          (e)     PROCEEDS  OF  EQUIPMENT.   Maker  shall not, without the prior
                  -----------------------
     written  consent of Holder, sell, lease or grant a security interest in, or
     otherwise  dispose of or encumber, any equipment, or any part thereof. Upon
     any  disposition  of  equipment, Maker shall, unless otherwise agreed to by
     Holder,  deliver  all of the cash proceeds to Holder or his designee, which
     proceeds  shall  be applied to payments under the Note. Notwithstanding the
     foregoing,  Maker  shall  have the right to trade in obsolete, redundant or
     unnecessary equipment in connection with the purchase of any new equipment,
     provided  that  such new equipment is subject to Holder's security interest
     free and clear of all other liens and encumbrances.

          (f)      GENERAL  INTANGIBLES.  Maker  shall  not  at  any  time sell,
                   --------------------
     assign,  transfer, license or issue a permit to use any general intangible,
     or forfeit or allow to lapse any rights to any general intangible, of Maker
     without  the  prior  written  consent  of  Holder.

          (g)     PROCEEDS  OF REAL PROPERTY. Maker shall not, without the prior
                  --------------------------
     written  consent of Holder, sell, lease (as lessor or sublessor) or grant a
     mortgage  in, or otherwise encumber, any real property or any part thereof.
     Upon  any such disposition, Maker shall deliver all of the proceeds thereof
     to  Holder,  or  his  designee, to be applied to the repayment of the Note.

     4.     NO  PREPAYMENTS  AND  ACCELERATION.  All  payments on account of the
            ----------------------------------
indebtedness evidenced by this Note shall be applied first to accrued and unpaid
interest and then to principal. No prepayments of principal may be made.

     5.   CONVERSION.
          ----------

          (a)     ELECTIVE  CONVERSION.   At the election of Holder, but subject
                  --------------------
     to  the  limitations  provided herein and in the Note Purchase Agreement of
     even  date herewith, Holder shall have the right to convert all or any part
     of  the  principal  and accrued interest of this Note into shares of Common
     Stock,  $0.001  par  value  per  share  at the price of $0.025 per share of
     Common  Stock.

          (b)     NOTICE;  EXERCISE  OF  CONVERSION  RIGHT.  Holder  shall  give
                  ----------------------------------------
     written  notice to Maker of Holder's election to convert this Note in whole
     or  in  part into shares of Common Stock. If Holder intends to exercise its
     right  of  conversion  only  in  part, it shall so specify in its notice to
     Maker.


                                        2
<PAGE>
          (c)     CLOSING. Closing of the conversion of this Note shall occur at
                  -------
     the  office of Maker not less than five (5) business days after delivery of
     Holder's notice of conversation. This Note shall be surrendered to Maker at
     the  closing.  If  only  a  portion of the debt represented by this Note is
     being  converted,  then  (i)  the  principal  of  this Mote shall be deemed
     converted  first,  then  the  accrued  interest and (ii) a new Note of like
     tenor shall be issued by Maker to Holder for the unconverted balance of the
     principal  and accrued interest. The issuance of certificates for shares of
     capital stock upon the conversion of this Mote shall be made without charge
     to  Holder  for  any  taxes  or  other  costs  or  expenses.

          (d)     ADJUSTMENT  OF  EXERCISE  PRICE  AND  NUMBER  OF  SHARES.  The
                  --------------------------------------------------------
     character  of  the  shares  of  Common  Stock  at  the  time  issuable upon
     conversion  of this Note and the Conversion Price therefore, are subject to
     adjustment  upon  the  occurrence  of  the  following  events, and all such
     adjustments  shall  be  cumulative:

               (i)      ADJUSTMENT   FOR   STOCK   SPLITS,   STOCK   DIVIDENDS,
                        -------------------------------------------------------
     RECAPITALIZATIONS, ETC.  The Conversion  Price  of this Note and the number
     ----------------------
     of shares of Common Stock at the time issuable upon conversion of this Note
     shall be appropriately adjusted to reflect any stock dividend, stock split,
     combination  of shares, reclassification, recapitalization or other similar
     event affecting the number of outstanding shares of Common Stock.

               (ii)     ADJUSTMENT  FOR  REORGANIZATION,  CONSOLIDATION, MERGER,
                        --------------------------------------------------------
          ETC.  In case of any consolidation or merger of the Maker with or into
          ---
          any  other  corporation,  entity  or  person,  or  any other corporate
          reorganization,  in  which  the  Maker  shall not be the continuing or
          surviving  entity of such consolidation, merger or reorganization (any
          such transaction being hereinafter referred to as a "REORGANIZATION"),
          then, in each case, the Holder, on conversion hereof at any time after
          the  consummation  or  effective  date  of  such  Reorganization  (the
          "EFFECTIVE  DATE"),  shall  receive, in lieu of the shares of stock or
          other securities at any time issuable upon the conversion of this Note
          issuable on such conversion prior to the Effective Date, the stock and
          other  securities  and  property (including cash) to which such holder
          would  have  been  entitled upon the Effective Date if such holder had
          converted  this Note immediately prior thereto (all subject to further
          adjustment  as  provided  in  this  Note).

               (iii) CERTIFICATE AS TO ADJUSTMENTS. In case of any adjustment or
                     -----------------------------
          readjustment  in  the  price  or  kind  of  securities issuable on the
          conversion  of  this Note, the Maker will promptly give written notice
          thereof  to  the  Holder  in  the form of a certificate, certified and
          confirmed  by  the Board of Directors of the Maker, setting forth such
          adjustment  or readjustment and showing in reasonable detail the facts
          upon  which  such  adjustment  or  readjustment  is  based.

          (e)     MAXIMUM  EXERCISE. The Holder shall not be entitled to convert
                  -----------------
     this  Note  to acquire a 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, the number of
     shares  of  Common  Stock  issuable  upon such exercise of any Warrant with
     respect  to which the determination of this limitation is being made on the
     conversation  date  that 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 Maker. The Holder
     may  allocate  which  of  the  equity  securities  of  the  Company  deemed


                                        3
<PAGE>
     beneficially  owned  by  the  Holder  shall be included in the 4.99% amount
     described  above  and  which  shall be allocated to the excess above 4.99%.

     6.   EVENTS  OF  DEFAULT.
          -------------------

          (a)     Event  of  Default.  It shall be an event of default hereunder
                  ------------------
     if:  (i) Maker shall fail to pay any amount of unpaid principal or interest
     hereunder  when  due  (whether  by maturity, acceleration or otherwise) and
     such  failure shall continue for a period of three (3) days after notice of
     nonpayment; or (ii) any proceedings shall be instituted by or against Maker
     under the provisions of any Federal bankruptcy, reorganization, arrangement
     of  debt,  insolvency or receivership laws or similar state or Federal laws
     providing  for  the  relief  of debtors and is not discharged within thirty
     (30)  days  thereafter;  or  (iii)  Maker  shall make an assignment for the
     benefit of its creditors; or (iv) any proceedings shall be instituted by or
     against  Maker  for  its  liquidation  or dissolution and is not discharged
     within  thirty  (30) days thereafter or Maker's business as a going concern
     shall  terminate  for  any  reason;  or  (v) any representation warranty or
     covenant  herein or in the Note Purchase Agreement of even date herewith or
     in  any  written  statement  pursuant  hereto or thereto, report, financial
     statement  or  certificate  made  or  delivered to Holder by Maker shall be
     untrue  or  incorrect  in  any material respect as to Maker, as of the date
     when  made  or  deemed  made;  or (vi) Maker shall fail to pay when due, by
     acceleration  or otherwise, any other note in the Series of Notes; or (vii)
     Maker  shall suffer an event of default any other indebtedness for borrowed
     money  which  shall  not have been cured within applicable notice and grace
     periods.

          (b)     Acceleration  of  Maturity Date; Remedies. Upon the occurrence
                  -----------------------------------------
     of  an  event  of  default  hereunder,  at the option of Holder, the entire
     unpaid  principal  balance  hereunder  together with interest thereon shall
     become  immediately  due  and  payable  and  Holder  may  thereupon;

               (i)  Exercise  all  rights of Holder hereunder, under the Uniform
          Commercial  Code as adopted by the State of California and under other
          applicable  law,  cumulatively  and  not  exclusively;

               (ii)  Immediately take possession, with or without legal process,
          of  any  or  all  of  the  Collateral  wherever  it may be found using
          self-help  to do so, and for such purpose any Holder, as principal and
          agent  of Maker, may enter upon any premises upon which the Collateral
          is  situated  and  remove  the  same  therefrom,  without  such  entry
          constituting  a  breach of the peace, or require Maker to assemble the
          Collateral  and  return  it  to  Holder  at Maker's expense at a place
          designated  by  such  Holder,  and  Maker waives any and all claims or
          damages  due  to,  or arising from or connected with, any such taking;

               (iii)  Sell,  lease  or  otherwise  dispose  of all or any of the
          Collateral,  in  such Collateral's then condition or after any further
          manufacturing  or processing thereof, at a public or a private sale or
          sales for cash, credit or any combination thereof, with such notice as
          may  be  required by law (Maker thereby agrees that, in the absence of
          any  contrary  requirement  of  law,  ten  (10) days prior notice of a
          public  or  private  sale  of  Collateral  shall  be deemed reasonable
          notice),  in lots or in bulk, as Holder, in his sole discretion, shall
          deem  advisable.  Such sale may be adjourned from time to time with or
          without  notice.  Holder shall have the right to conduct such sales on
          Maker's  premises or elsewhere and shall have the right to use Maker's
          premises  without  charge  for  such  sales  for such time or times as
          Holder  shall  see  fit  Holder  may  purchase  all or any part of the
          Collateral  at  a public or, if permitted, a private sale and, in lieu
          of  actual  payment  of such purchase price, may set-off the amount of
          such  price  against  the  outstanding amounts due under the Note. The
          proceeds  realized  from  the  sale  of


                                        4
<PAGE>
          any Collateral shall be applied first to the reasonable cost, expenses
          and  attorneys  fees  incurred  by Holder for collection, acquisition,
          completion,  protection,  removal,  storage,  sale  or delivery of the
          Collateral;  second, to any accrued but unpaid Interest, and third, to
          any  other sums required to be paid by Maker to Holder under the Note.
          If  any  deficiency  shall  arise, Maker shall remain liable to Holder
          therefor.

               (iv)  Holder  may  enforce  any  one  or  more remedies hereunder
          successively  or  concurrently  at  his  option.

               (v) The assertion or employment of any right or remedy hereunder,
          or otherwise, shall not prevent the concurrent assertion or employment
          of  any  other  appropriate  right  or  remedy.

               No  delay  or  omission  of Holder to exercise any right or power
          accruing  upon  any  event  of  default  occurring  and  continuing as
          aforesaid  shall  impair any such right or power or shall be construed
          to  be  a  waiver  of  any  such  event  of default or an acquiescence
          therein; and every power and remedy given by the Note or by law may be
          exercised  from  time  to  time,  and  as  often  as  shall  be deemed
          expedient by Holder.

     7.     RESERVATION  OF  COMMON STOCK.  Maker shall at all times reserve and
            -----------------------------
keep available out of its authorized but unissued shares of Common Stock, solely
for  the  purpose of effecting the conversion of the Note and all other Notes in
the  series,  the  full  number of whole shares of Common Stock then deliverable
upon  the  conversion  or  exchange  of all of the Notes then outstanding. Maker
shall  take  at  all  times such corporate action as shall be necessary in order
that Maker may validly and legally issue fully paid and non-assessable shares of
Common Stock upon the conversion of this Note and all other Notes in the series,
in  accordance  with  the  provisions  hereof.

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

     9.     GENERAL  PROVISIONS.
            -------------------

          (a)  Maker  intends  and  believes  that  each  provision in this Note
     comports  with  all  applicable  local, state and Federal laws and judicial
     decisions.  However,  if  any provision or provisions, or if any portion of
     any  provision or provisions, in this Note is found by a court of law to be
     in  violation of any applicable local, state or Federal ordinance, statute,
     law,  administrative  or  judicial  decision, or public policy, and if such
     court  should declare such portion, provision or provisions of this Note to
     be illegal, invalid, unlawful, void or unenforceable as written, then it is
     the intent of all parties hereto that such portion, provision or provisions
     shall  be  given  force to the fullest possible extent that they are legal,
     valid  and  enforceable,  that  the  remainder of this Note and all related
     documents  and  agreements  shall be construed as if such illegal, invalid,
     unlawful,  void  or  enforceable  portion, provision or provisions were not
     contained  therein,  and that the rights, obligations and interest of Maker
     and  Holder  hereof  under  the  remainder  of  this  Note  and all related
     documents  and  agreements  shall  continue  in  full force and effect. All
     agreements  herein are expressly limited so that in no contingency or event
     whatsoever,  whether  by  reason  of  advancement  of  the proceeds hereof,
     acceleration  of  maturity  of  the  unpaid  principal  balance  hereof, or
     otherwise  hereof,  shall  the  amount  paid or agreed to be paid to Holder
     hereof  for  the  use, forbearance or detention of the money to be advanced
     hereunder exceed the highest lawful rate permissible under applicable usury
     laws.  If,  from  any  circumstance  whatsoever,  the  fulfillment  of  any
     provision  hereof,  at the time performance of such provision shall be due,
     shall  involve  transcending  the  limit  of validity proscribed by the law
     which  a


                                        5
<PAGE>
     court  of  competent  jurisdiction  may  deem  applicable hereto then, ipso
     facto, the obligation to be fulfilled shall be reduced to the limit of such
     validity  and  if from any circumstance Holder hereof shall ever receive as
     interest an amount which would achieve the highest lawful rate, such amount
     which  would  be  excessive  interest shall applied to the reduction of the
     unpaid  principal balance due hereunder and not to the payment of interest.

          (b)     The  captions  to  the  various  paragraphs  hereof  are  for
     convenience  of  reference  and  are  not  to  be considered as defining or
     limiting in any way the scope or intent of the provisions hereof.

          (c)     This  Note and all the provisions hereof shall be binding upon
     Maker  and  all persons claiming under or through Maker, and shall inure to
     the  benefit of Holder, together with its successors and assigns, including
     each owner and Holder from time to time of this Note.

          (d)     No  provision of this Note may be waived, changed, modified or
     discharged without an agreement in writing signed by the party against whom
     enforcement  of  such  waiver, change, modification or discharge is sought.

          (e)     Time  is  of  the  essence  as  to  all dates set forth herein
     subject to any applicable grace or cure period or notice expressly provided
     herein;  provided,  however,  that  unless  otherwise  stated, whenever any
     payment to be made under this Note shall be stated to be due on a day other
     than  a  business  day,  such  payment  shall  be  made  on the immediately
     preceding  business  day.

          (f)     Maker  agrees  that  its  liability shall not in any manner be
     effected  by  any  indulgence,  extension  of  time,  renewal,  waiver,
     modification  granted  or  consented to by Holder and Maker consents to any
     indulgences and all extensions of time, renewals, waivers, or modifications
     that  may  be  granted  by  Holder  with  respect  to  the payment or other
     provisions  of  this  Note, and to any substitution, exchange or release of
     the  Collateral,  or  any  part thereof,  with or without substitution, and
     agrees  to  the  addition  or  release  of  any  endorsers,  guarantors, or
     sureties,  if  any,  all  whether  primarily or secondarily liable, without
     notice to Maker and without affecting its liability hereunder.

          (g)     Maker  hereby  waives and renounces for itself, its successors
     and  assigns,  all rights to the benefits of any statute of limitations and
     any  moratorium,  reinstatement, marshalling, forbearance, valuation, stay,
     extensions,  redemption,  appraisement,  or exemption in homestead laws now
     provided,  or  which may hereafter be provided, by the constitution and the
     laws  of  the United States and of any state thereof, both as to itself and
     into all of its property, real and personal, against the enforcement of the
     collection  of  the  obligations evidenced by this Note. Holder may, at its
     option,  release  any Collateral given to secure the indebtedness evidenced
     hereby and no such release shall impair the obligations of Maker to Holder.

          (h) If this Note is placed in the hands of attorneys for collection or
     is  collected  through  any legal proceedings, Maker promises and agrees to
     pay,  in addition to the principal, interest and other sums due and payable
     hereon,  all  costs  of  collecting  or  attempting  to  collect this Note,
     including  reasonable  attorneys'  fees  and  disbursements.

          (i)  All  parties  now  or hereafter liable with respect to this Note,
     whether  Maker,  principal, surety, guarantor, endorsee or otherwise hereby
     severally  waive  presentment for payment, demand, notice of non-payment or
     dishonor,  protest  and  notice  of  protest.  No failure to accelerate the
     indebtedness  evidence  hereby,  acceptance  of  a  past  due  installment
     following  the  expiration  of  any  cure  period  provided by this Note or
     applicable law, or indulgences granted from time to time shall be construed
     (i)  as  a  novation of this Note or as a reinstatement of the indebtedness
     evidence  hereby  or  as


                                        6
<PAGE>
     a waiver of such right of acceleration or of the right of Holder thereafter
     to  insist  upon  strict compliance with the terms of this Note, or (ii) to
     prevent  the  exercise  of  such  right  of acceleration or any other right
     granted  hereunder  or  by  the  laws  of  the  State  of  New  York.

          10.  New  York  Law,  Jurisdiction  and Venue. This Note is a contract
               ----------------------------------------
under the laws of the State of New York, and for all purposes shall be construed
in  accordance  with  the  laws  of  said  State.

     MAKER  HEREBY  SUBMITS  TO  THE NONEXCLUSIVE JURISDICTION OF ANY FEDERAL OR
STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, STATE OF NEW YORK, FOR PURPOSES
OF  ALL  LEGAL  PROCEEDINGS  ARISING  OUT  OF  OR  RELATING  TO THIS NOTE. MAKER
IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT  MAY  NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT  HAS  BEEN  BROUGHT  IN  AN  INCONVENIENT  FORUM.

     TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAKER HEREBY WAIVES ANY RIGHT TO
TRIAL  BY  JURY  ON  ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF
ACTION  (A) ARISING OUT OF OR IN ANY WAY PERTAINING OR RELATING TO THIS NOTE, OR
(B)  IN  ANY WAY CONNECTED WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY
DEALINGS  OF THE PARTIES HERETO WITH RESPECT TO THIS NOTE, OR IN CONNECTION WITH
THE  TRANSACTIONS RELATED THERETO OR CONTEMPLATED THEREBY OR THE EXERCISE OF ANY
PARTY'S RIGHTS AND REMEDIES HEREUNDER, IN ALL OF THE FOREGOING CASES WHETHER NOT
EXISTING  OR  HEREAFTER  ARISING,  AND  WHETHER  SOUNDING  IN  CONTRACT, TORT OR
OTHERWISE.  MAKER  AGREES  THAT  HOLDER  MAY FILE A COPY OF THIS WAIVER WITH ANY
COURT  AS  WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED AGREEMENT OF
MAKER  IRREVOCABLY TO WAIVE ITS RIGHTS TO TRIAL BY JURY, AND THAT, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ANY DISPUTE OR CONTROVERSY WHATSOEVER BETWEEN MAKER
AND  HOLDER  SHALL  INSTEAD  BE  TRIED IN A COURT OF COMPETENT JURISDICTION BY A
JUDGE  SITTING  WITHOUT  A  JURY.


                           [SIGNATURE PAGE TO FOLLOW]


                                        7
<PAGE>
     IN  WITNESS  WHEREOF, the undersigned has caused this instrument to be duly
executed  as  of  the  date  of  issuance  set  forth  above.

STATED PRINCIPAL AMOUNT OF NOTE:   $ 561,912.00
                                    -----------


                                     ENTECH ENVIRONMENTAL
                                     TECHNOLOGIES, INC., a Florida
                                     Corporation



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

/s/ Burr Northrop                    309 East Commercial Street
----------------------------         Pomona, California 91767-5506
Secretary



     The  undersigned  wholly  owned  subsidiaries  OF  ENTECH  ENVIRONMENTAL
TECHNOLOGIES,  INC.,  will  receive  a portion of the proceeds of this Note and,
therefore,  as  an  inducement  to Holder advancing the proceeds of this Note to
ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC., the undersigned join in this Note as
Maker  and  grant the security interest in Collateral contemplated by this Note.



/s/ Burr Northrop                              /s/ Terence Leong
-----------------------------------            ---------------------------------
By: Burr Northrop                              By: Terence Leong
   --------------------------------               ------------------------------
Title: President   H.B. Covey, Inc.            Title: Liquidating Agent, CPI
      -----------------------------                  ---------------------------




/s/ Terence Leong
-----------------------------------
By: Terence Leong
   --------------------------------
   Title: Liquidating Agent, AFFS
         --------------------------


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