Exhibit 10.48

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. 12-2005                                               December 30, 2005
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 of ONE HUNDRED
THOUSAND  DOLLARS  ($100,000).  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 shall be made pro
rata and pari passu.

     1.  MATURITY  DATE.  The  principal  sum of this Note  shall be  payable on
December 30, 2007 (the "Maturity  Date"), in such coin or currency of the United
States  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 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.

          (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


~CHGO1:30494316.v1
<PAGE>

     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.

          (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



                                       2
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     being  converted,  then (i) the  principal  of this  Note  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 Note 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 4.9% 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 4.9%.

     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



                                       3
~CHGO1:30494316.v1
<PAGE>

     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 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.



                                       4
~CHGO1:30494316.v1
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               (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. 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 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.



                                       5
~CHGO1:30494316.v1
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          (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 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.

     9. 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



                                       6
~CHGO1:30494316.v1
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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
~CHGO1:30494316.v1
<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:    $_________________


                                         ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.
                                         a Florida corporation



                                         By: ____________
ATTEST:                                  Burr D. Northrop
                                         President & CEO


                                         3233 Grand Avenue, Suite N353
                                          Chino Hills, CA 91709
-----------------------------------------
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.








-------------------------------                        -------------------------
By:Burr D. Northrop                                    By:  Burr D. Nothrop
     President, H.B. Covey, Inc.                        Title:President,
                                                           Pacific Coast Testing





~CHGO1:30494316.v1
<PAGE>