THIS  COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF  1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING
THIS  COMMON  STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH  SECURITIES  MAY  BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY,  (B)  PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR
(C)  IF  REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
IN  ADDITION,  A SECURITIES PURCHASE AGREEMENT ("PURCHASE AGREEMENT"), DATED THE
DATE  HEREOF,  A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL
EXECUTIVE  OFFICE,  CONTAINS  CERTAIN  ADDITIONAL  AGREEMENTS AMONG THE PARTIES,
INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE
HOLDER  AND  SPECIFY  MANDATORY  REDEMPTION  OBLIGATIONS  OF  THE  COMPANY.


                        -------------------------------

                    ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.

                          COMMON STOCK PURCHASE WARRANT

Number of shares: 8,428,680

                                                     Holder: Barron Partners LP
                                                     c/o Andrew Barron Worden
                                                     Managing Partner
                                                     730 Fifth Avenue, 9th Floor
                                                     New York NY 10019
                                                     tel 212-659-7790
                                                     fax 646-607-2223
                                                     cell 917-854-0036
                                                     abw@barronpartners.com
                                                     ----------------------

Expiration Date: September 30, 2009

Exercise Price per Share: $0.15


Entech  Environmental Technologies, Inc., a company organized and existing under
the  laws  of  the  State of Florida (the "COMPANY"), hereby certifies that, for
                                           -------
value  received,  Barron  Partners  LP,  or its registered assigns (the "WARRANT
                                                                         -------
HOLDER"),  is  entitled,  subject to the terms set forth below, to purchase from
------
the Company 8,428,680 of common stock, $0.001 par value (the "COMMON STOCK"), of
                                                              ------------
the  Company  (each  such  share,  a  "WARRANT
                                       -------


<PAGE>
SHARE"  and  all such shares, the  "WARRANT SHARES") in exchange for (a) one (1)
-----                               --------------
Warrant  and  (b)  $0.15 per share (as adjusted from time to time as provided in
Section  7,  per Warrant Share (the "EXERCISE PRICE"), at any time and from time
                                     --------------
to  time from and after the date thereof and through and including 5:00 p.m. New
York  City  time  on September 1, 2009 (or eighteen months of effectiveness of a
Registration  Statement  subsequent to the issuance herein, whichever is longer)
(the  "EXPIRATION  DATE"),  and  subject  to the following terms and conditions:
       ----------------

     1.     REGISTRATION OF WARRANT.  The Company  shall  register  this Warrant
            -----------------------
upon  records  to  be  maintained  by the Company for that purpose (the "WARRANT
                                                                         -------
REGISTER"),  in  the name of the record Warrant Holder hereof from time to time.
--------
The  Company may deem and treat the registered Warrant Holder of this Warrant as
the  absolute  owner  hereof  for  the  purpose  of  any  exercise hereof or nay
distribution  to the Warrant Holder, and for all other purposes, and the Company
shall  not  be  affected  by  notice  to  the  contrary.

     2.     INVESTMENT  REPRESENTATION.    The  Warrant Holder by accepting this
            --------------------------
Warrant represents that the Warrant Holder is acquiring this Warrant for its own
account  or the account of an affiliate for investment purposes and not with the
view  to  any offering or distribution and that the Warrant Holder will not sell
or  otherwise  dispose  of  this  Warrant  or  the  underlying Warrant Shares in
violation  of  applicable  securities laws. The Warrant Holder acknowledges that
the  certificates  representing any Warrant Shares will bear a legend indicating
that  they  have  not  been registered under the United Stales Securities Act of
1933,  as  amended  (the  "1933  ACT") and may not be sold by the Warrant Holder
                           ---------
except  pursuant  to  an  effective  registration  statement  or  pursuant to an
exemption  from registration requirements of the 1933 Act and in accordance with
federal  and  state securities laws. If this Warrant was acquired by the Warrant
Holder  pursuant to the exemption from the registration requirements of the 1933
Act  afforded  by  Regulation  S thereunder, the Warrant Holder acknowledges and
covenants  that  this  Warrant  may not be exercised by or on behalf of a Person
during  the one year distribution compliance period (as defined in Regulation S)
following  the  date  hereof.  "PERSON"  means an individual, partnership, firm,
                                ------
limited  liability  company,  trust, joint venture, association, corporation, or
any  other  legal  entity.

     3.     VALIDITY OF WARRANT AND ISSUE OF SHARES.  The Company represents and
            ---------------------------------------
warrants  that  this  Warrant  has  been  duly authorized and validly issued and
agrees  that  all  of  Common  Stock that may be issued upon the exercise of the
rights represented by this Warrant will, when issued upon such exercise, be duly
authorized,  validly  issued,  fully  paid  and  nonassessable and free from all
taxes,  liens and charges with respect to the issue thereof. The Company further
warrants  and  agrees that during the period within which the rights represented
by  this Warrant may be exercised, the Company will at all times have authorized
and  reserved a sufficient number of Common Stock to provide for the exercise of
the  rights  represented  by  this  Warrant.

     4.    REGISTRATION  OF  TRANSFERS  AND  EXCHANGE  OF  WARRANTS.
           --------------------------------------------------------


<PAGE>
          a.  Subject  to  compliance  with  the legend set forth on the face of
this  Warrant,  the  Company  shall register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant with the Form of
Assignment  attached  hereto  duly  completed  and signed, to the Company at the
office  specified  in  or  pursuant  to Section 9. Upon any such registration or
transfer,  a  new warrant to purchase Common Stock, in substantially the form of
this  Warrant (any such new warrant, a "NEW WARRANT"), evidencing the portion of
                                        -----------
this  Warrant so transferred shall be issued to the transferee and a New Warrant
evidencing  the  remaining  portion  of this Warrant not so transferred, if any,
shall  be  issued  to the transferring Warrant Holder. The acceptance of the New
Warrant  by  the  transferee  thereof  shall  be  deemed  the acceptance of such
transferee  of  all  of  the  rights  and  obligations  of a Warrant Holder of a
Warrant.

          b.  This  Warrant  is  exchangeable,  upon the surrender hereof by the
Warrant  Holder to the office of the Company specified in or pursuant to Section
9  for  one  or  more  New  Warrants,  evidencing  in the aggregate the right to
purchase the number of Warrant Shares which may then be purchased hereunder. Any
such  New  Warrant  will  be  dated  the  date  of  such  exchange.

     5.   EXERCISE  OF  WARRANTS.
          -----------------------

          a.  Upon  surrender  of  this  Warrant  with  the  Form of Election to
Purchase  attached  hereto  duly  completed  and  signed  to the Company, at its
address  set  forth  in Section 9, and upon payment and delivery of the Exercise
Price  per  Warrant  Share  multiplied  by the number of Warrant Shares that the
Warrant  Holder  intends  to  purchase  hereunder, in lawful money of the United
States  of America, in cash or by certified or official bank check or checks, to
the  Company,  all as specified by the Warrant Holder in the Form of Election to
Purchase, the Company shall promptly (but in no event later than 7 business days
after  the Date of Exercise [as defined herein]) issue or cause to be issued and
cause  to be delivered to or upon the written order of the Warrant Holder and in
such  name  or  names  as  the  Warrant  Holder  may  designate  (subject to the
restrictions  on  transfer described in the legend set forth on the face of this
Warrant), a certificate for the Warrant Shares issuable upon such exercise, with
such restrictive legend as required by the 1933 Act. Any person so designated by
the  Warrant  Holder  to  receive  Warrant Shares shall be deemed to have become
holder  of  record  of  such  Warrant  Shares as of the Date of Exercise of this
Warrant.

          b. A "Date of Exercise" means the date on which the Company shall have
received  (i) this Warrant (or any New Warrant, as applicable), with the Form of
Election  to  Purchase  attached  hereto  (or  attached  to  such  New  Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for  the  number  of  Warrant  Shares  so  indicated by the Warrant Holder to be
purchased.

          c. This Warrant shall be exercisable at any time and from time to time
for  such  number  of  Warrant  Shares  as  is indicated in the attached Form of
Election  To  Purchase.  If  less  than  all  of the Warrant Shares which may be
purchased  under this Warrant are exercised at any time, the Company shall issue
or  cause  to  be  issued,  at  its


<PAGE>
expense,  a New Warrant evidencing the right to purchase the remaining number of
Warrant  Shares  for  which  no  exercise  has  been  evidenced by this Warrant.

          d.  (i) Notwithstanding anything contained herein to the contrary, but
in  all  events  subject to Section 7 herein, the holder of this Warrant may, at
its election exercised in its sole discretion, exercise this Warrant in whole or
in  part  and,  in  lieu of making the cash payment otherwise contemplated to be
made  to  the  Company  upon  such exercise in payment of the Aggregate Exercise
Price, elect instead to receive upon such exercise the "NET NUMBER" of shares of
Common  Stock  determined  according  to  the  following  formula  (a  "CASHLESS
EXERCISE"):
                          Net Number = (A x (B - C))/B

          (ii) For purposes of the foregoing formula:

               A=  the total number shares with respect to which this Warrant is
               then  being  exercised.

               B= the last reported sale price (as reported by Bloomberg) of the
               Common  Stock  on  immediately preceding the date of the Exercise
               Notice.

               C=  the Warrant Exercise Price then in effect at the time of such
               exercise.

          e.  The holder of this Warrant agrees not to elect for a period of one
(1)  year  a  Cashless  Exercise.  The holder of this Warrant also agrees not to
elect  a  Cashless  Exercise  so  long  as  there  is  an effective registration
statement  For  the  shares  underlying  this  Warrant.

     6.     ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.  The character of
            -------------------------------------------------
the  shares  of  stock or other securities at the time issuable upon exercise of
this  Warrant  and  the Exercise Price therefore, are subject to adjustment upon
the  occurrence  of  the  following  events,  and  all such adjustments shall be
cumulative:

          a.  ADJUSTMENT  FOR  STOCK SPLITS, STOCK DIVIDENDS, RECAPITALIZATIONS,
ETC. The Exercise Price of this Warrant and the number of shares of Common Stock
or  other securities at the time issuable upon exercise of this Warrant 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  stock  or  securities.

          b.  ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case
of  any  consolidation  or  merger  of  the  Company  with  or  into  any  other
corporation,  entity  or person, or any other corporate reorganization. in which
the  Company  shall  not  be  the  continuing  or  surviving  entity  of  such
consolidation,  merger or reorganization (any such transaction being hereinafter
referred  to  as  a


<PAGE>
"REORGANIZATION"),  then,  in each case, the holder of this Warrant, on exercise
 --------------
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 exercise of the Warrant
issuable  on  such  exercise  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 exercised this Warrant
immediately prior thereto (all subject to further adjustment as provided in this
Warrant).

          c.  CERTIFICATE  AS  TO  ADJUSTMENTS.  In  case  of  any adjustment or
readjustment in the price or kind of securities issuable on the exercise of this
Warrant,  the Company will promptly give written notice thereof to the holder of
this  Warrant in the form of a certificate, certified and confirmed by the Board
of  Directors  of the Company, setting forth such adjustment or readjustment and
showing  in  reasonable  detail  the  facts  upon  which  such  adjustment  or
readjustment  is  based.

     7.     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%.

     8.     FRACTIONAL  SHARES.  The  Company  shall not be required to issue or
            ------------------
cause  to  be  issued fractional Warrant Shares on the exercise of this Warrant.
The  number  of  full Warrant Shares that shall be issuable upon the exercise of
this  Warrant shall be computed on the basis of the aggregate number of Warrants
Shares  purchasable on exercise of this Warrant so presented. If any fraction of
a  Warrant Share would, except for the provisions of this Section 8, be issuable
on  the  exercise  of this Warrant, the Company shall, at its option, (i) pay an
amount  in  cash equal to the Exercise Price multiplied by such fraction or (ii)
round  the  number  of  Warrant  Shares  issuable,  up to the next whole number.

     9.     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.


<PAGE>
     10. NOTICE.  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 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 the Company:
                               -----------------

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

                               Tel: 909-623-2502

                               If to the Warrant Holder:
                               ------------------------

                               Andrew Barron Worden
                               Managing Partner
                               Barron Partners LP
                               730 Fifth Avenue, 9th Floor
                               New York NY 10019

                               Tel: 212-659-7790

     11.  MISCELLANEOUS.
          -------------

          a.  This  Warrant  shall be binding on and inure to the benefit of the
parties  hereto  and  their  respective  successors  and permitted assigns. This
Warrant may be amended only in writing and signed by the Company and the Warrant
Holder.

          b. Nothing in this Warrant shall be construed to give to any person or
corporation other than the Company and the Warrant Holder any legal or equitable
right,  remedy  or cause of action under this Warrant; this Warrant shall be for
the  sole  and  exclusive  benefit  of  the  Company  and  the  Warrant  Holder.

          c.  This  Warrant  shall  be  governed  by,  construed and enforced in
accordance with the internal laws of the State of New York without regard to the
principles  of  conflicts  of  law  thereof.

          d.  The  headings herein are for convenience only, do not constitute a
part of  this  Warrant  and  shall  not  be deemed to limit or affect any of the
provisions  hereof.

          e.  In case any one or more of the provisions of this Warrant shall be
invalid  or unenforceable in any respect, the validity and enforceability of the
remaining


<PAGE>
terms  and  provisions  of  this  Warrant  shall  not  in any way be affected or
impaired  thereby  and  the  parties  will attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be  a  commercially reasonably
substitute  therefore,  and  upon so agreeing, shall incorporate such substitute
provision  in  this  Warrant.

          f.  The Warrant Holder shall not, by virtue hereof, be entitled to any
voting or other rights of a shareholder of the Company, either at law or equity,
and  the  rights  of  the  Warrant Holder are limited to those expressed in this
Warrant.


<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by  the  authorized  officer  as  of  the  date  first  above  stated.


     Entech Environmental Technologies, Inc.



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


<PAGE>
                          FORM OF ELECTION TO PURCHASE

(To  be  executed by the Warrant Holder to exercise the right to purchase shares
of  Common  Stock  under  the  foregoing  Warrant)

To: ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.:

In accordance with the Warrant enclosed with this Form of Election to Purchase,
the undersigned hereby irrevocably elects to purchase ___________ shares of
Common Stock ("Common Stock"), $0.001 par value, of Entech Environmental
Technologies, Inc. and encloses one warrant and $0.25 for each Warrant Share
being purchased or an aggregate of $____________ in cash or certified or
official bank check or checks, which sum represents the aggregate Exercise Price
(as defined in the Warrant) together with any applicable taxes payable by the
undersigned pursuant to the Warrant.

The undersigned requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of:


----------------------------------------------

----------------------------------------------

----------------------------------------------
(Please print name and address)


----------------------------------------------
(Please insert Social Security or Tax Identification Number)

If the number of shares of Common Stock issuable upon this exercise shall not be
all of the shares of Common Stock which the undersigned is entitled to purchase
in accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:

----------------------------------------------

----------------------------------------------

----------------------------------------------
(Please print name and address)

Dated:                                  Name of Warrant Holder:
       -------------------

                                            (Print)
                                                   -----------------------------

                                            (By:)
                                                 -------------------------------


                                            (Name:)
                                                   -----------------------------

                                            (Title:)
                                                    ----------------------------

                                            Signature must conform in all
                                            respects to name of Warrant Holder
                                            as specified on the face of the
                                            Warrant


<PAGE>