Exhibit B
                        SETTLEMENT AGREEMENT AND RELEASE

     This  Settlement Agreement and Release ("Agreement") is made as of 21st day
                                                                        ----
of  September,  2004,  by and between ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., a
Florida  corporation  ("Entech")  and  STONEGATE  SECURITIES.

     WHEREAS,  Stonegate  Securities  has  provided  certain  investment banking
services  to  Entech;  and

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

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

     1.     Payment.  Entech will pay two thousand five hundred dollars ($2,500)
            -------
in  cash  and  issue seventy five thousand ($75,000) shares of the Entech common
stock  to  Stonegate Securities for services performed by it to Entech up to and
through August 30, 2004. The shares to be issued to Stonegate Securities will be
issued  pursuant  to  a registration statement on From S-8, as soon as Entech is
current in all of its reporting obligations under the Securities Exchange Act of
1934,  as  amended.

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

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

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


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

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

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


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

                                         ENTECH ENVIRONMENTAL
                                         TECHNOLOGIES, INC.



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

                                         STONEGATE SECURITIES



                                         By:  /s/  J.B. Shelmire
                                            -----------------------------
                                         Title: Partner
                                               --------------------------


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