SETTLEMENT AGREEMENT AND RELEASE

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

     WHEREAS,  Gerald Foster has provided certain investment banking services to
Entech;  and

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

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

     1.     Payment.  Entech  will issue seventy two thousand (72,000) shares of
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the  Entech  common stock (the "Shares") to Gerald Foster for services performed
by it to Entech up to and through August 30, 2004.

     2.     Release.  In  consideration  of  the  issuance  of the Shares as set
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forth  in  Paragraph  1  of  this  Agreement,  Gerald Foster, 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, Gerald Foster 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 Gerald Foster up to and through August
30,  2004.

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

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

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

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

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

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


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

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

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

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

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

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

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

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


                                 ENTECH ENVIRONMENTAL TECHNOLOGIES,
                                 INC.


                                 By
                                   -----------------------------------------
                                   Burr Northrop, President

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


                                 GERALD FOSTER


                                 By  /s/  Gerald Foster
                                   -----------------------------------------
                                   Name               , Title
                                       ---------------       ---------------


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