Exhibit 10.46



                             NOTE PURCHASE AGREEMENT

                                     BETWEEN

                     ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.

                                       AND

                                CERTAIN INVESTORS
                            (AS LISTED ON SCHEDULE A)

                                      DATED

                               DECEMBER 30th, 2005

<PAGE>



                             NOTE PURCHASE AGREEMENT
                             ----------------------


     This NOTE PURCHASE  AGREEMENT (the "AGREEMENT") is made and entered into as
of 30th day of December,  2005 by and among ENTECH  ENVIRONMENTAL  TECHNOLOGIES,
INC.  Inc., a corporation  organized and existing under the laws of the State of
Florida  ("ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC."  or the  "COMPANY"),  and
certain  investors,  (hereinafter  referred to  collectively  as  "INVESTOR"  or
"INVESTORS")  as listed on Schedule A herein  (each  agreement  with an Investor
being deemed a separate and independent  agreement  between the Company and such
Investor).

                             PRELIMINARY STATEMENT:
                             ---------------------



     WHEREAS,  the Investors wish to advance to the Company,  upon the terms and
subject to the  conditions  of this  Agreement,  One  Hundred  Thousand  Dollars
($100,000)  pursuant  to  a  secured  note  (the  "NOTE").  The  Note  shall  be
convertible into shares of common stock in the Company at two and one half cents
($0.025) per share (the "CONVERSION PRICE"). In addition, the Company will issue
Common Stock Purchase Warrants to purchase forty (40) shares of common stock for
every  dollar  ($1.00) of principal  of the Note,  at an exercise  price of five
cents ($0.05) per share. (The Note and  corresponding  forty (40) stock purchase
warrants are referred to herein as a "Unit").  The Note shall have a term of two
(2) years bearing  interest at a rate of eight percent (8%) per annum.  The Note
shall have first lien and security interest on all assets of the Company and its
subsidiaries  subordinated  only to any previous such lien and security interest
that Lender has from Company based on any prior separate financing.  The Company
shall have no right to prepay the Note.  Investor  may  convert  the Note at any
time.

     WHEREAS,  the parties intend to  memorialize  the purchase and sale of such
Units;

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and premises
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby  conclusively  acknowledged,  the  parties  hereto,
intending to be legally bound, agree as follows:

                                    ARTICLE I


             INCORPORATION BY REFERENCE, SUPERSEDER AND DEFINITIONS
             ------------------------------------------------------

1.1  INCORPORATION  BY  REFERENCE.  The foregoing  recitals,  SCHEDULE A and the
Exhibits attached hereto and referred to herein,  are hereby  acknowledged to be
true and accurate, and are incorporated herein by this reference.


                        NOTE PURCHASE AGREEMENT BETWEEN
       ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 1 OF 24

<PAGE>

1.2 SUPERSEDER.  This Agreement,  to the extent that it is inconsistent with any
other instrument or understanding among the parties governing the affairs of the
Company,  shall supersede such instrument or understanding to the fullest extent
permitted  by law.  A copy of this  Agreement  shall be  filed at the  Company's
principal office.

1.3  CERTAIN  DEFINITIONS.   For  purposes  of  this  Agreement,  the  following
capitalized terms shall have the following  meanings (all capitalized terms used
in this Agreement that are not defined in this Article 1 shall have the meanings
set forth elsewhere in this Agreement):

     1.3.1 "1933 ACT" means the Securities Act of 1933, as amended.

     1.3.2 "1934 ACT" means the Securities Exchange Act of 1934, as amended.

     1.3.3 "AFFILIATE" means a Person or Persons directly or indirectly, through
one or more intermediaries,  controlling,  controlled by or under common control
with the Person(s) in question.  The term  "control," as used in the immediately
preceding sentence,  means, with respect to a Person that is a corporation,  the
right to the exercise,  directly or  indirectly,  of more than 50 percent of the
voting rights  attributable  to the shares of such controlled  corporation  and,
with respect to a Person that is not a corporation, the possession,  directly or
indirectly,  of the power to direct or cause the direction of the  management or
policies of such controlled Person.

     1.3.4 "ARTICLES".  The Articles of Organization of the Company, as the same
may be amended from time to time.

     1.3.5 "CLOSING  DATE" means the initial  advance under the Note which shall
occur on December 30, 2005 .

     1.3.6   "COMMON   STOCK"  means  the  shares  of  common  stock  of  ENTECH
ENVIRONMENTAL TECHNOLOGIES, INC par value $0.001 per share

     1.3.7 "EFFECTIVE  DATE" shall mean the date the  Registration  Statement of
the  Company  covering  the  Shares  being  subscribed  for  hereby is  declared
effective.

     1.3.8  "MATERIAL  ADVERSE  EFFECT"  shall  mean any  adverse  effect on the
business,  operations,  properties or financial condition of the Company that is
material and adverse to the Company and its subsidiaries  and affiliates,  taken
as a whole and/or any condition,  circumstance, or situation that would prohibit
or otherwise materially interfere with the ability of the Company to perform any
of its material  obligations  under this  Agreement or the  Registration  Rights
Agreement or to perform its obligations under any other material agreement.

     (1) 1.3.9 "FLORIDA ACT" means the Florida revised Statutes, as amended.

     1.3.10 "PERSON" means an individual,  partnership,  firm, limited liability
company,  trust,  joint venture,  association,  corporation,  or any other legal
entity.


                        NOTE PURCHASE AGREEMENT BETWEEN
       ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 2 OF 24

<PAGE>

     1.3.11 "PURCHASE PRICE" means the advances made for the Units.

     1.3.12  REGISTRATION  RIGHTS AGREEMENT" shall mean the registration  rights
agreement between the Investors and the Company attached hereto as Exhibit B.

     1.3.13 "REGISTRATION STATEMENT" shall mean the registration statement under
the 1933 Act to be filed with the  Securities  and Exchange  Commission  for the
registration  of the  Shares  pursuant  to  the  Registration  Rights  Agreement
attached hereto as Exhibit B.

     1.3.14 "SEC" means the Securities and Exchange Commission.

     1.3.15 "SEC DOCUMENTS"  shall mean the Company's latest Form 10-K or 10-KSB
as of the time in question,  all Forms 10-Q or 10-QSB and 8-K filed  thereafter,
and the Proxy  Statement  for its latest  fiscal year as of the time in question
until such time as the  Company  no longer has an  obligation  to  maintain  the
effectiveness  of a  Registration  Statement  as set  forth in the  Registration
Rights Agreement.

     1.3.16 "SHARES" shall mean, collectively, the shares of Common Stock of the
Company  issued upon  conversion of the Note  subscribed for hereunder and those
shares of Common Stock issuable to the Investor upon exercise of the Warrants.

     1.3.17 "UNITS" shall mean the Note and the Warrants collectively.


     1.3.18 "WARRANTS" shall mean the Common Stock Purchase Warrants in the form
attached hereto Exhibit C.

     1.3.19 "INSIDERS" shall mean officers and directors of the Company.




                                   ARTICLE II

          SALE AND PURCHASE OF ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
                            UNITS AND PURCHASE PRICE


2.1 SALE OF ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.  UNITS Upon the terms and
subject to the conditions set forth herein,  and in accordance  with  applicable
law, the Company agrees to sell,  and the Investors,  severally and not jointly,
agree to purchase  the  following  Units with a principal  amount of One Hundred
Thousand  Dollars  ($100,000) in accordance  with the  commitments  set forth on
SCHEDULE A attached hereto, at the Purchase Price on the Closing Date, each Unit
consisting of:


                        NOTE PURCHASE AGREEMENT BETWEEN
       ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 3 OF 24

<PAGE>

     2.1.1 NOTE Upon  execution and delivery of this Agreement and the Company's
receipt of the Purchase Price (as described herein), each Investor shall receive
Notes of the  Company.  The Company  shall  register  the shares of Common Stock
underlying  conversion  of the Notes  pursuant to the terms and  conditions of a
Registration  Rights  Agreement  attached hereto as Exhibit B. The  Registration
Rights Agreement shall include, but not be limited to, such terms and conditions
as  the  immediate  registration  of  the  shares  of  Common  Stock  underlying
conversion  of the Note sold  hereunder,  one demand  right if all the shares of
Common Stock underlying conversion of the Note sold hereunder are not registered
or the Registration  Statement is subsequently  not effective,  unlimited "piggy
back" registration  rights, and liquidated damages to the Investor of thirty six
percent (36%) of the Purchase  Price per annum payable on a monthly basis if the
shares of Common  Stock  underlying  conversion  of the Note are not  registered
pursuant  to an  effective  Registration  Statement  within  four  months of the
Closing Date or if the shares of Common Stock underlying  conversion of the Note
are  registered  pursuant  to  an  effective  Registration  Statement  and  such
Registration  Statement or other Registration  Statement including the shares of
Common Stock  underlying  conversion  of the Note is not effective in the period
from six months  following  the Closing  Date  through two years  following  the
Closing  Date,  except that the  obligation of the Company  terminates  when the
holder of shares of Common  Stock  underlying  conversion  of the Note no longer
holds more than twenty percent (20%) of their shares of Common Stock  underlying
conversion of the Note as acquired herein.

               2.1.1.1  MAXIMUM  EXERCISE  The Holder  shall not be  entitled to
          convert a Note on a  conversion  date to acquire a number of shares of
          Common  Stock  that 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 conversion of the Note with respect to
          which  the  determination  of  this  limitation  is  being  made  on a
          conversion  date,  which 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%.


2.1.2  WARRANTS Upon  execution and delivery of this Agreement and the Company's
receipt of the Purchase Price (as described herein), each Investor shall receive
Warrants  to  purchase  forty (40)  shares of common  stock for every one dollar
($1.00) of Notes purchased.  The Warrant,  a form of which is attached hereto as
EXHIBIT C shall  include,  but not be limited to, such terms and conditions as a
exercise  price of $0.05 per share (as adjusted from time to time as provided in
the Warrant), an expiration date of five (5) years from the date of issuance or

                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 4 OF 30

<PAGE>

eighteen  months of  effectiveness  of a  Registration  Statement,  whichever is
longer, with a cashless exercise provision.


               2.1.2.1  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 4.9% 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  exercises  which would
          result in the issuance of more than 4.9%.


2.2  PURCHASE  PRICE.  The  purchase  price to be paid by each  Investor  on the
Closing  Date  shall  be as  defined  section  1.3.5,  as the  case  may be,  in
accordance  with on SCHEDULE A attached  hereto,  and shall be payable in United
States  Dollars.  Payment to the Company of the Purchase  Price shall be made at
the  Closing  Date by wire  transfer of funds to the  account  specified  by the
Company and provided to the Investor.

Payment by check shall be as follows:


Entech Environmental Technologies, Inc.
3233 Grand Avenue, Suite N353
Chino Hills, CA 91709

Tel:     866-815-3951

Payment by wire shall be as follows:

To the bank coordinates as provided by the Company.


                                   ARTICLE III

                     CLOSING DATE AND DELIVERIES AT CLOSING

3.1 CLOSING DATE The closing of the transactions  contemplated by this Agreement
(the  "CLOSING"),  unless  expressly  determined  herein,  shall  be held at the
offices of the Company, at at 5:00 P.M. local time, on the Closing Date or on


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 5 OF 30

<PAGE>

such  other  date and at such  other  place  as may be  mutually  agreed  by the
parties, including closing by facsimile with originals to follow.

3.2  DELIVERIES  BY THE COMPANY.  In addition to and without  limiting any other
provision  of this  Agreement,  the Company  agrees to  deliver,  or cause to be
delivered, to the Investors, the following:

          (a)  Within five (5) business days after Closing, ENTECH ENVIRONMENTAL
               TECHNOLOGIES, INC. will issue a Note duly endorsed to Investor;

          (b)  At or prior to Closing, an executed Agreement;

          (c)  At or prior to Closing,  an  executed  Warrant in the name of the
               Investor  in the form  attached  hereto as  EXHIBIT  C; (d) At or
               prior to  Closing,  an  executed  Registration  Rights  Agreement
               between the Investor and the Company in the form attached  hereto
               as EXHIBIT B;

          (e)  At or prior to  Closing,  confirmation  that  the  provisions  of
               Paragraphs  6.6,  6.7,  and 6.8  herein  have been  satisfied  or
               commenced, as appropriate;

          (f)  Such  other  documents  or  certificates  as shall be  reasonably
               requested by the each Investor or its counsel.

3.3  DELIVERIES  BY  INVESTOR.  In addition to and  without  limiting  any other
provision of this  Agreement,  each Investor  agrees to deliver,  or cause to be
delivered, to the Company, as appropriate, the following:

          (a)  At or prior to Closing,  the Purchase  Price;  (b) At or prior to
               Closing, an executed Agreement;

          (c)  At or prior to Closing, an executed Registration Rights Agreement
               between the Investor and the Company in the form attached  hereto
               as EXHIBIT B; and

          (d)  Such  other  documents  or  certificates  as shall be  reasonably
               requested by the Company or his counsel.

In the event any document  provided to the other party in Paragraphs 3.2 and 3.2
herein are provided by facsimile,  the party shall forward an original  document
to the other party within seven (7) business days.

3.4  FURTHER  ASSURANCES.  The Company and each Investor shall, upon request, on
     or after the Closing Date,  cooperate  with each other  (specifically,  the
     Company  shall  cooperate  with  each  Investor,  and each  Investor  shall
     cooperate  with the Company,  and no Investor is required to cooperate with
     any other Investor) by furnishing any additional information, executing and
     delivering any additional  documents and/or other instruments and doing any


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 6 OF 30

<PAGE>

     and all such things as may be  reasonably  required by the parties or their
     counsel to consummate or otherwise implement the transactions  contemplated
     by this Agreement.

3.5  THE INVESTORS HOLDING A MAJORITY OF DOLLAR AMOUNT INVESTED MAY WAIVE ANY OF
     THE COMPANY'S CONDITIONS OF CLOSING.



                                   ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES OF
                     ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.

     ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.  represents  and warrants to the
Investors  (which  warranties  and  representations  shall  survive  the Closing
regardless of what examinations,  inspections,  audits and other  investigations
the Purchaser has heretofore made or may  hereinafter  make with respect to such
warranties and representations) as follows:

4.1 ORGANIZATION AND QUALIFICATION. ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida,  and has the requisite corporate power and authority to
own,  lease and operate its properties and to carry on its business as it is now
being  conducted and is duly qualified to do business in any other  jurisdiction
by virtue of the nature of the  businesses  conducted by it or the  ownership or
leasing of its properties, except where the failure to be so qualified will not,
when taken together with all other such failures, have a Material Adverse Effect
on the business, operations,  properties, assets, financial condition or results
of operation of ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC. and its  subsidiaries
taken as a whole.

4.2 ARTICLES OF  INCORPORATION  AND BY-LAWS.  The complete and correct copies of
ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.'s Articles of Incorporation and By-Laws,
as amended or  restated  to date which have been filed with the  Securities  and
Exchange  Commission  are a complete  and  correct  copy of such  document as in
effect on the date hereof and as of the Closing Date.


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 7 OF 30

<PAGE>

4.3 CAPITALIZATION.

     4.3.1 The authorized and outstanding capital stock of ENTECH  ENVIRONMENTAL
TECHNOLOGIES,  INC. is set forth in ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.'s
Annual Report on Form 10-KSB,  filed with the Securities and Exchange Commission
and updated on all subsequent  SEC  Documents.  All shares of capital stock have
been  duly  authorized  and  are  validly   issued,   and  are  fully  paid  and
non-assessable, and free of preemptive rights.

     4.3.2  Except  pursuant  to this  Agreement,  and as set  forth  in  ENTECH
ENVIRONMENTAL  TECHNOLOGIES,  INC.'s most recent  Annual  Report on Form 10-KSB,
filed with the SEC, as of the date hereof and as of the Closing Date,  there are
not now  outstanding  options,  warrants,  rights  to  subscribe  for,  calls or
commitments  of any  character  whatsoever  relating to, or securities or rights
convertible  into or  exchangeable  for, shares of any class of capital stock of
ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.,  or  agreements,  understandings  or
arrangements to which ENTECH ENVIRONMENTAL TECHNOLOGIES,  INC. is a party, or by
which  ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.  is or may be bound,  to issue
additional shares of its capital stock or options,  warrants, scrip or rights to
subscribe for, calls or commitment of any character  whatsoever  relating to, or
securities or rights  convertible  into or  exchangeable  for, any shares of any
class of its capital stock except with  Investor.  The Company  agrees to inform
the Investors in writing of any additional warrants granted prior to the Closing
Date.

     4.3.3 The Company on the Closing Date (i) will have full right,  power, and
authority  to sell,  assign,  transfer,  and  deliver,  by reason of record  and
beneficial ownership, to each Investor, ENTECH ENVIRONMENTAL TECHNOLOGIES,  INC.
Shares  hereunder,  free  and  clear of all  liens,  charges,  claims,  options,
pledges,  restrictions,  and encumbrances whatsoever;  and (ii) upon delivery of
and payment by each Investor of the Purchase Price to the Company, such Investor
will acquire good and marketable title to such Company Stock,  free and clear of
all liens, charges,  claims, options,  pledges,  restrictions,  and encumbrances
whatsoever.

4.4  AUTHORITY.  ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.  has  all  requisite
corporate power and authority to execute and deliver this Agreement,  the Notes,
Security  Agreement and UCC  Financing  Statements,  to perform its  obligations
hereunder and thereunder and to consummate the transactions  contemplated hereby
and  thereby.   The  execution   and  delivery  of  this   Agreement  by  ENTECH
ENVIRONMENTAL  TECHNOLOGIES,  INC.  and  the  consummation  of the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
and  no  other  corporate  proceedings  on  the  part  of  ENTECH  ENVIRONMENTAL
TECHNOLOGIES, INC. is necessary to authorize this Agreement or to consummate the
transactions  contemplated  hereby except as disclosed in this  Agreement.  This
Agreement  has  been  duly  executed  and  delivered  by  ENTECH   ENVIRONMENTAL


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 8 OF 30

<PAGE>

TECHNOLOGIES,  INC. and constitutes the legal,  valid and binding  obligation of
ENTECH   ENVIRONMENTAL   TECHNOLOGIES,    INC.,   enforceable   against   ENTECH
ENVIRONMENTAL TECHNOLOGIES, INC. in accordance with its terms.

4.5 NO CONFLICT;  REQUIRED  FILINGS AND CONSENTS.  The execution and delivery of
this  Agreement by ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.  does not, and the
performance  by ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.  of their  respective
obligations  hereunder  will not: (i)  conflict  with or violate the Articles or
By-Laws of ENTECH ENVIRONMENTAL  TECHNOLOGIES,  INC.; (ii) conflict with, breach
or violate any federal, state, foreign or local law, statute,  ordinance,  rule,
regulation, order, judgment or decree (collectively, "LAWS") in effect as of the
date of this  Agreement  and  applicable to ENTECH  ENVIRONMENTAL  TECHNOLOGIES,
INC.;  or (iii) result in any breach of,  constitute a default (or an event that
with notice or lapse of time or both would become a default) under,  give to any
other entity any right of termination,  amendment,  acceleration or cancellation
of, require payment under, or result in the creation of a lien or encumbrance on
any of the  properties  or  assets of ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.
pursuant to, any note, bond, mortgage,  indenture,  contract,  agreement, lease,
license,  permit,  franchise or other  instrument  or obligation to which ENTECH
ENVIRONMENTAL  TECHNOLOGIES,   INC.  is  a  party  or  by  ENTECH  ENVIRONMENTAL
TECHNOLOGIES,  INC. or any of its properties or assets is bound.  Excluding from
the foregoing are such violations,  conflicts, breaches, defaults, terminations,
accelerations,  creations  of  liens,  or  incumbency  that  would  not,  in the
aggregate, have a Material Adverse Effect.

4.6 REPORT AND FINANCIAL STATEMENTS.  ENTECH ENVIRONMENTAL TECHNOLOGIES,  INC.'s
Annual Report on Form 10-KSB,  filed with the Securities and Exchange Commission
contains the audited financial statements of ENTECH ENVIRONMENTAL  TECHNOLOGIES,
INC. (the "FINANCIAL  STATEMENTS").  Each of the balance sheets  contained in or
incorporated  by reference  into any such  Financial  Statements  (including the
related notes and schedules  thereto) fairly presented the financial position of
ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.  as of  its  date,  and  each  of the
statements  of income  and  changes  in  stockholders'  equity and cash flows or
equivalent  statements in such Financial Statements (including any related notes
and schedules  thereto)  fairly  presents and will fairly present the results of
operations,  changes in  stockholders'  equity and changes in cash flows, as the
case may be, of ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. for the periods to which
they relate,  in each case in accordance with United States  generally  accepted
accounting  principles  ("U.S.  GAAP")  consistently  applied during the periods
involved,  except  in each  case as may be  noted  therein,  subject  to  normal
year-end audit  adjustments in the case of unaudited  statements.  The books and
records of ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC. have been,  and are being,
maintained in all material  respects in accordance  with U.S. GAAP and any other
applicable   legal  and   accounting   requirements   and  reflect  only  actual
transaction.


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 9 OF 30

<PAGE>


4.7 COMPLIANCE WITH APPLICABLE LAWS. ENTECH ENVIRONMENTAL TECHNOLOGIES,  INC. is
not in violation of, or, to the knowledge of ENTECH ENVIRONMENTAL  TECHNOLOGIES,
INC. is under investigation with respect to or has been given notice or has been
charged  with the  violation  of any Law of a  governmental  agency,  except for
violations which individually or in the aggregate do not have a Material Adverse
Effect.

4.8  BROKERS.  No  broker,  finder  or  investment  banker  is  entitled  to any
brokerage,   finder's  or  other  fee  or  Commission  in  connection  with  the
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.

4.9 SEC DOCUMENTS.  ENTECH ENVIRONMENTAL  TECHNOLOGIES,  INC.  acknowledges that
ENTECH ENVIRONMENTAL TECHNOLOGIES,  INC. is a publicly held company and has made
available  to the  Investors  after  demand  true  and  complete  copies  of any
requested SEC Documents. The Company has registered its Common Stock pursuant to
Section 12 of the 1934 Act, and the Common Stock is listed and traded on the OTC
Bulletin Board Market of the National  Association of Securities  Dealers,  Inc.
The Company has received no notice,  either oral or written, with respect to the
continued  eligibility of the Common Stock for such listing, and the Company has
maintained all requirements  for the  continuation of such listing.  The Company
has not provided to the Investors any information that,  according to applicable
law, rule or regulation,  should have been disclosed  publicly prior to the date
hereof  by the  Company,  but  which  has not  been so  disclosed.  As of  their
respective  dates, the SEC Documents  complied in all material respects with the
requirements  of the 1934 Act, and rules and  regulations of the SEC promulgated
thereunder  and the SEC  Documents  did not  contain any untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not  misleading  that the Investor has received from
the Company  reports with the  Securities  and Exchange  Commission and with the
NASD.

4.10 LITIGATION. To the knowledge of ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., no
litigation,  claim, or other proceeding before any court or governmental  agency
is pending or threatened against ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC. that
materially effects this Agreement.

4.11  EXEMPTION  FROM  REGISTRATION.  Subject to the accuracy of the  Investors'
representations  in Article V, except as required  pursuant to the  Registration
Rights Agreement,  the sale of the Units will not require registration under the
1933 Act and/or any applicable state  securities law. When validly  converted in
accordance with the terms of the Note, and Warrants,  as exercised in accordance
with their terms,  the Shares  underlying the Note and the Warrants will be duly
and validly issued,  fully paid, and non-assessable.  The Company is issuing the
Units in  accordance  with and in reliance upon the  exemption  from  securities


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 10 OF 30

<PAGE>

registration afforded, inter alia, by Rule 506 under Regulation D as promulgated
by the SEC under the 1933, and/or Section 4(2) of the 1933 Act.


4.12 NO  GENERAL  SOLICITATION  OR  ADVERTISING  IN REGARD TO THIS  TRANSACTION.
Neither the  Company nor any of its  Affiliates  nor,  to the  knowledge  of the
Company,  any Person  acting on its or their  behalf (i) has  conducted  or will
conduct  any  general  solicitation  (as  that  term is used in Rule  502(c)  of
Regulation  D as  promulgated  by  the  SEC  under  the  1933  Act)  or  general
advertising  with  respect to the sale of the Units,  or (ii) made any offers or
sales of any  security or  solicited  any offers to buy any  security  under any
circumstances that would require  registration of the Units, under the 1933 Act,
except as required herein.

4.13 NO MATERIAL  ADVERSE  CHANGE.  Since the date herein,  no Material  Adverse
Effect has  occurred  or exists with  respect to the  Company  that has not been
disclosed in the SEC Documents.  No material supplier has given notice,  oral or
written,  that it intends to cease or reduce the volume of its business with the
Company from historical levels.  Since the date herein, no event or circumstance
has  occurred  or  exists  with  respect  to  the  Company  or  its  businesses,
properties,  prospects,  operations  or  financial  condition,  that,  under any
applicable law, rule or regulation,  requires public  disclosure or announcement
prior to the date  hereof by the  Company  but  which  has not been so  publicly
announced or disclosed in writing to the Investors.

4.14  MATERIAL  NON-PUBLIC  INFORMATION.  The Company has not  disclosed  to the
Investors  any material  non-public  information  that (i) if  disclosed,  would
reasonably  be  expected  to have a  material  effect on the price of the Common
Stock or (ii) according to applicable law, rule or regulation,  should have been
disclosed  publicly  by the  Company  prior to the date hereof but which has not
been so disclosed.

4.15 INTERNAL  CONTROLS AND PROCEDURES.  The Company maintains books and records
and internal accounting controls which provide reasonable assurance that (i) all
transactions  to which the Company or any  subsidiary is a party or by which its
properties  are bound are executed  with  management's  authorization;  (ii) the
recorded  accounting  of the  Company's  consolidated  assets is  compared  with
existing assets at regular intervals; (iii) access to the Company's consolidated
assets is permitted only in accordance with management's authorization; and (iv)
all  transactions  to which the Company or any subsidiary is a party or by which
its properties are bound are recorded as necessary to permit  preparation of the
financial  statements of the Company in accordance with U.S.  generally accepted
accounting principles.

4.16 FULL DISCLOSURE. No representation or warranty made by ENTECH ENVIRONMENTAL
TECHNOLOGIES, INC. in this Agreement and no certificate or document furnished or
to be furnished to the  Purchaser  pursuant to this  Agreement  contains or will
contain any untrue  statement of a material fact, or omits or will omit to state
a material fact necessary to make the statements contained herein or therein not
misleading.


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 11 OF 30

<PAGE>


                                    ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Each Investor,  severally and not jointly, as to himself or itself and not as to
any other  Investor,  represents  and  warrants to the Company  with the Company
that:

5.1  ORGANIZATION  AND  STANDING  OF  THE  INVESTOR.  Where  the  Investor  is a
corporation,  such Investor is duly  incorporated,  validly existing and in good
standing under the laws of the state in which it was formed.  The state in which
any offer to purchase shares  hereunder was made or accepted by such Investor is
the state shown as such Investor's  address.  If an entity, the Investor was not
formed for the  purpose  of  investing  solely in the Units the  subject of this
Agreement.

5.2  AUTHORIZATION AND POWER. The Investor has the requisite power and authority
to enter into and perform this Agreement and to purchase the Units being sold to
it hereunder.  The execution,  delivery and performance of this Agreement by the
Investor and the consummation by the Investor of the  transactions  contemplated
hereby  have  been duly  authorized  by all  necessary  corporate  action  where
appropriate. This Agreement and the Registration Rights Agreement have been duly
executed and delivered by the Investor and at the Closing shall constitute valid
and binding  obligations  of the  Investor  enforceable  against the Investor in
accordance  with their terms,  except as such  enforceability  may be limited by
applicable  bankruptcy,  insolvency,  reorganization,  moratorium,  liquidation,
conservatorship,   receivership  or  similar  laws  relating  to,  or  affecting
generally  the  enforcement  of,  creditors'  rights  and  remedies  or by other
equitable principles of general application.

5.3 NO CONFLICTS. The execution,  delivery and performance of this Agreement and
the  consummation  by the Investor of the  transactions  contemplated  hereby or
relating hereto do not and will not (i) result in a violation of such Investor's
charter  documents  or  bylaws  where  appropriate  or (ii)  conflict  with,  or
constitute  a default  (or an event  which with  notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,   acceleration  or  cancellation  of  any  agreement,   indenture  or
instrument  to which the  Investor is a party,  or result in a violation  of any
law,  rule,  or  regulation,  or any order,  judgment  or decree of any court or
governmental  agency  applicable to the Investor or its  properties  (except for
such  conflicts,  defaults and violations as would not,  individually  or in the
aggregate, have a Material Adverse Effect on such Investor). The Investor is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental  agency in order for it to execute,
deliver or perform any of such Investor's obligations under this Agreement or to
purchase  the Units in  accordance  with the  terms  hereof,  provided  that for
purposes of the representation  made in this sentence,  the Investor is assuming
and relying upon the accuracy of the relevant  representations and agreements of
the Company herein.


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 12 OF 30

<PAGE>


5.4 FINANCIAL  RISKS.  The Investor  acknowledges  that such Investor is able to
bear the financial risks  associated with an investment in the Units and that it
has been given full access to such  records of the Company and the  subsidiaries
and to the  officers  of the  Company  and  the  subsidiaries  as it has  deemed
necessary  or  appropriate  to  conduct  its due  diligence  investigation.  The
Investor is capable of  evaluating  the risks and merits of an investment in the
Units by virtue of its experience as an investor and its knowledge,  experience,
and sophistication in financial and business matters and the Investor is capable
of bearing the entire loss of its investment in the Units.

5.5 ACCREDITED  INVESTOR.  The Investor is (i) an "accredited  investor" as that
term is defined in Rule 501 of  Regulation D  promulgated  under the 1933 Act by
reason of Rule 501(a)(3) and (6), (ii) experienced in making  investments of the
kind  described in this  Agreement  and the related  documents,  (iii) able,  by
reason of the business and  financial  experience of its officers (if an entity)
and professional advisors (who are not affiliated with or compensated in any way
by the Company or any of its affiliates or selling  agents),  to protect its own
interests in connection with the transactions  described in this Agreement,  and
the related documents, and (iv) able to afford the entire loss of its investment
in the Units.

5.6  BROKERS.  No  broker,  finder  or  investment  banker  is  entitled  to any
brokerage,   finder's  or  other  fee  or  Commission  in  connection  with  the
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of the Investors.

5.7 KNOWLEDGE OF COMPANY.  Each Investor and such Investor's  advisors,  if any,
have been, upon request,  furnished with all materials relating to the business,
finances and  operations of the Company and materials  relating to the offer and
sale of the Units. Each Investor and such Investor's advisors, if any, have been
afforded  the  opportunity  to ask  questions  of the Company and have  received
complete and satisfactory answers to any such inquiries.

5.8 RISK FACTORS Each Investor  understands  that such Investor's  investment in
the Units  involves a high degree of risk.  Each  Investor  understands  that no
United States  federal or state agency or any other  government or  governmental
agency has passed on or made any  recommendation  or  endorsement  of the Units.
Each Investors  warrants that such Investor is able to bear the complete loss of
such Buyer's investment in the Units.

5.9 FULL DISCLOSURE.  No representation or warranty made by the Investor in this
Agreement and no certificate or document  furnished or to be furnished to ENTECH
ENVIRONMENTAL  TECHNOLOGIES,  INC.  pursuant to this Agreement  contains or will
contain any untrue  statement of a material fact, or omits or will omit to state
a material fact necessary to make the statements contained herein or therein not
misleading.  Except as set forth or referred to in this Agreement, Investor does
not have any agreement or  understanding  with any person relating to acquiring,
holding,voting or disposing of any equity securities of the Company.


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 13 OF 30

<PAGE>

5.10 REIMBURSEMENT OF DUE DILIGENCE  EXPENSES.  Upon closing,  the Company shall
reimburse Investors for expenses incurred in conducting due diligence by Terence
Leong of Walker Street  Associates at the rates as per Article III, Section 3.2,
paragraph (p) above.  Such  reimbursement  shall be allocated to Investors  that
provide  proof of payment of such  expenses  in a  proportional  manner.  If the
transaction is not closed there shall be no  reimbursement  of any due diligence
expenses.

5.11 REIMBURSEMENT OF LEGAL EXPENSES.  Upon closing, the Company shall reimburse
Investors for all legal expenses incurred relating to this transaction including
any retainer for current  services and fees paid for past legal  services to the
office of Norman T. Reynolds of Glast,  Phillips & Murray,  P.C. with offices at
815 Walker Street,  Suite 1250, Houston TX 77002 on behalf of the Company.  Such
reimbursement  shall be allocated to Investors  that provide proof of payment of
such expenses in a proportional  manner.  If the transaction is not closed there
shall be no reimbursement of any legal expenses.

                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

6.1.  REGISTRATION  RIGHTS.  The  Company  shall cause the  Registration  Rights
Agreement to remain in full force and effect and the Company shall comply in all
material respects with the terms thereof.

6.2.  RESERVATION  OF COMMON  STOCK.  As of the date  hereof,  the  Company  has
reserved  and the Company  shall  continue to reserve and keep  available at all
times,  free of  preemptive  rights,  shares of Common  Stock for the purpose of
enabling  the Company to issue the shares of Common Stock  underlying  the Notes
and Warrants.

6.3.  LISTING OF COMMON STOCK. The Company hereby agrees to maintain the listing
of the Common  Stock on a publicly  trading  market.  The Company  will take all
action to continue  the  listing  and trading of its Common  Stock on a publicly
traded  market and will comply in all  respects  with the  Company's  reporting,
filing and other  obligations  under the  bylaws or rules of a  publicly  traded
market.

6.4.  EXCHANGE  ACT  REGISTRATION.  The Company  will cause its Common  Stock to
continue to be  registered  under Section 12(b) or (g) of the 1934 Act, will use
its best  efforts  to comply  in all  respects  with its  reporting  and  filing
obligations  under  the 1934  Act,  and will  not  take any  action  or file any
document  (whether or not permitted by the 1934 Act or the rules  thereunder) to
terminate or suspend such  registration or to terminate or suspend its reporting
and filing  obligations  under the 1934 until the Investors have disposed of all
of their Shares or the shares of Common Stock underlying the Warrants.


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 14 OF 30

<PAGE>

6.5.  CORPORATE  EXISTENCE;  CONFLICTING  AGREEMENTS.  The Company will take all
steps necessary to preserve and continue the corporate existence of the Company.
The Company  shall not enter into any  agreement,  the terms of which  agreement
would  restrict  or impair the right or ability of the Company to perform any of
its obligations under this Agreement or any of the other agreements  attached as
exhibits hereto.

6.6 PREFERRED  STOCK. On or prior to the Closing Date, the Company will cause to
be cancelled  all  authorized  shares of Preferred  Stock of the Company.  For a
period of three years from the closing the Company will not issue any  preferred
stock.

6.7 CONVERTIBLE DEBT. On or prior to the Closing Date, the Company will cause to
be cancelled  all  convertible  debt in the Company other than such with Lender.
For a period of three  years from the  closing  the  Company  will not issue any
convertible debt other than to Lender.

6.8 RESET EQUITY DEALS.  On or prior to the Closing Date, the Company will cause
to be cancelled  any and all reset  features  related to any shares  outstanding
that could result in additional shares being issued. For a period of three years
from the closing the Company will not enter into any transactions  that have any
reset features that could result in additional shares being issued.

6.9 USE OF  PROCEEDS.  The Company  will use the  proceeds  from the sale of the
Units (excluding amounts paid by the Company for legal and  administrative  fees
in connection  with the sale of the Units) for the  acquisition of Pacific Coast
testing and/or the reimbursement of funds to shareholders for such acquisition..

6.10 RIGHT OF FIRST  REFUSAL.  Each Investor shall have the right to participate
in any  financing by the company on a pro rata basis at eighty  percent (80%) of
the offering price.

6.11 PRICE ADJUSTMENT.  If, within the 24 months following the Closing Date, the
Company closes on the sale of a note or notes, shares of Common Stock, or shares
of any class of Preferred  Stock at a price per share of Common Stock, or with a
conversion  right to acquire  Common Stock at a price per share of Common Stock,
that is less than the  Purchase  Price (as  adjusted to the  capitalization  per
share as of the Closing Date,  following any stock splits,  stock dividends,  or
the like)  (collectively,  the "Subsequent  Purchase Price"),  the Company shall
make a post-Closing adjustment in the Purchase Price so that the effective price
per share paid by the Investors at Closing is reduced to the Subsequent Purchase
Price as applied to the Investors' then current  holdings.  Within five business
days following the closing of the subsequent  sale, the Company shall pay to the
Investors  the product of the number of Shares owned by Investors on the date of
the  subsequent  sale times the  difference  between the Purchase  Price and the
Subsequent  Purchase  Price.  Payment  shall be made in cash or  issuance of the
notes,  Preferred Stock,  Common Stock, unit offering or whichever  financing is
causing  the  triggering  of this  provision,  at the option of each  individual
Investor.


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 15 OF 30

<PAGE>

6.12 INSIDER SELLING. The earliest any "insiders" can start selling their shares
     shall  be two  years  from  Closing.  Investors  shall  not  be  considered
     "Insiders".

6.13 EMPLOYMENT AND CONSULTING  CONTRACTS.  Employment and consulting  contracts
     with  officers and  directors  shall at time of Closing and for three years
     thereafter shall not contain: any bonuses not related directly to increases
     in earnings  per share;  any car  allowances  not  approved  by Leong;  any
     anti-dilution or reverse split protection provisions for shares, options or
     warrants;  any deferred  compensation;  any  unreasonable  compensation  or
     benefit clauses; or any termination clauses of over one year of salary.

6.14 AMENDMENT TO  CERTIFICATE  OF  INCORPORATION.  At or before the next annual
     meeting of the  stockholders  of the Company,  the Board of Directors shall
     propose  and submit to the  holders of the Common  Stock for  approval,  an
     amendment to the Certificate of Incorporation  that provides  substantially
     as follows:

     "The terms and conditions of any rights,  options and warrants  approved by
     the  Board of  Directors  may  provide  that any or all of such  terms  and
     conditions may be waived or amended only with the consent of the holders of
     a designated  percentage of a designated  class or classes of capital stock
     of the Corporation (or a designated  group or groups of holders within such
     class or classes,  including but not limited to disinterested holders), and
     the applicable terms and conditions of any such rights, options or warrants
     so conditioned may not be waived or amended absent such consent.".



                                   ARTICLE VII

                           COVENANTS OF THE INVESTORS

7.1  COMPLIANCE  WITH LAW. The  Investor's  trading  activities  with respect to
shares of the Company's  Common Stock will be in compliance  with all applicable
state  and  federal  securities  laws,  rules  and  regulations  and  rules  and
regulations of any public market on which the Company's Common Stock is listed.

7.2  TRANSFER  RESTRICTIONS.  The  Investor's  acknowledge  that (1) the  Notes,
Warrants and shares  underlying the Notes and Warrants have not been  registered
under the  provisions  of the 1933 Act,  and may not be  transferred  unless (A)
subsequently registered thereunder or (B) the Investor's shall have delivered to
the Company an opinion of counsel,  reasonably  satisfactory in form,  scope and
substance  to the  Company,  to the effect that the Notes,  Warrants  and shares
underlying  the  Notes and  Warrants  to be sold or  transferred  may be sold or


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 16 OF 30

<PAGE>

transferred pursuant to an exemption from such registration; and (2) any sale of
the  Notes,  Warrants  and  shares  underlying  the Notes and  Warrants  made in
reliance  on Rule  144  promulgated  under  the  1933  Act  may be made  only in
accordance  with  the  terms  of said  Rule  and  further,  if said  Rule is not
applicable,  any  resale of such  Securities  under  circumstances  in which the
seller,  or the  person  through  whom the sale is made,  may be deemed to be an
underwriter,  as that term is used in the 1933 Act, may require  compliance with
some other  exemption under the 1933 Act or the rules and regulations of the SEC
thereunder.

7.3 RESTRICTIVE LEGEND. The Investors  acknowledge and agree that the Notes, the
Warrants and the Shares underlying the Notes and Warrants,  and, until such time
as the Shares  underlying the Notes and Warrants have been registered  under the
1933  Act and  sold in  accordance  with an  effective  Registration  Statement,
certificates and other instruments  representing any of the Shares, shall bear a
restrictive  legend in  substantially  the following  form (and a  stop-transfer
order may be placed against transfer of any such Securities):

     "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
     STATE  SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY
     BE OFFERED,  SOLD, PLEDGED,  ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
     REGISTRATION   STATEMENT  WITH  RESPECT  THERETO  IS  EFFECTIVE  UNDER  THE
     SECURITIES  ACT  AND  ANY  APPLICABLE  STATE  SECURITIES  LAWS,  OR  (2) IN
     ACCORDANCE  WITH THE  PROVISIONS  OF  REGULATION  S, OR (3)  PURSUANT TO AN
     EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT."


7.4 AMENDMENT TO CERTIFICATE OF  INCORPORATION.  Investor  hereby agrees to vote
any shares of capital  stock that it may own directly or  beneficially,  for the
amendment  to the  Certificate  of  Incorporation  referenced  in Section  6.20.
Pending  adoption of such  amendment,  Investor hereby agrees for itself and its
successors  and assigns that neither this Section 7.4 or Section 6.20 above,  or
any restriction on exercise of the Warrant shall be amended,  modified or waived
without the  consent of the holders of a majority of the shares of Common  Stock
held by Persons  who are not  Affiliates  of the  Company,  or the  Investor  or
Affiliates of the Investor.


                                  ARTICLE VIII

                CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS

     The obligation of the Company to consummate the  transactions  contemplated
hereby shall be subject to the fulfillment,  on or prior to Closing Date, of the
following conditions:

8.1 NO TERMINATION.  This Agreement  shall not have been terminated  pursuant to
Article X hereof.


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 17 OF 30

<PAGE>

8.2 REPRESENTATIONS  TRUE AND CORRECT. The representations and warranties of the
Investors  contained in this Agreement shall be true and correct in all material
respects on and as of the Closing Date with the same force and effect as if made
on as of the Closing Date.

8.3 COMPLIANCE WITH  COVENANTS.  The Investors shall have performed and complied
in all material respects with all covenants, agreements, and conditions required
by this  Agreement  to be performed or complied by it prior to or at the Closing
Date.

8.4 NO ADVERSE  PROCEEDINGS.  On the Closing Date, no action or proceeding shall
be pending by any public  authority or  individual or entity before any court or
administrative  body to restrain,  enjoin, or otherwise prevent the consummation
of this  Agreement  or the  transactions  contemplated  hereby or to recover any
damages or obtain other relief as a result of the transactions proposed hereby.



                                   ARTICLE IX

                 CONDITIONS PRECEDENT TO INVESTOR'S OBLIGATIONS

     The obligation of the Investors to consummate the transactions contemplated
hereby shall be subject to the  fulfillment,  on or prior to Closing Date unless
specified otherwise, of the following conditions:

9.1 NO TERMINATION.  This Agreement  shall not have been terminated  pursuant to
Article X hereof.

9.2  REPRESENTATIONS  TRUE AND CORRECT.  The  representations  and warranties of
ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.  contained in this Agreement shall be
true and correct in all material respects on and as of the Closing Date with the
same force and effect as if made on as of the Closing Date.

9.1 COMPLIANCE WITH COVENANTS . ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC. shall
have  performed  and  complied  in all  material  respects  with all  covenants,
agreements,  and  conditions  required  by this  Agreement  to be  performed  or
complied by it prior to or at the Closing Date.

9.4 NO ADVERSE  PROCEEDINGS.  On the Closing Date, no action or proceeding shall
be pending by any public  authority or  individual or entity before any court or
administrative  body to restrain,  enjoin, or otherwise prevent the consummation
of this  Agreement  or the  transactions  contemplated  hereby or to recover any
damages or obtain other relief as a result of the transactions proposed hereby.


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 18 OF 30

<PAGE>


                                    ARTICLE X

                        TERMINATION, AMENDMENT AND WAIVER

10.1  Termination.  This  Agreement  may be  terminated at any time prior to the
Effective Time:

     10.1.1 by mutual written consent of the Investors and the Company;

     10.1.2  by  the  Company  upon a  material  breach  of any  representation,
warranty,  covenant or  agreement  on the part of the Investor set forth in this
Agreement,  or  the  Investor  upon a  material  breach  of any  representation,
warranty,   covenant  or   agreement   on  the  part  of  ENTECH   ENVIRONMENTAL
TECHNOLOGIES,  INC. set forth in this  Agreement,  or if any  representation  or
warranty  of  ENTECH   ENVIRONMENTAL   TECHNOLOGIES,   INC.  or  the   Investor,
respectively,  shall have  become  untrue,  in either  case such that any of the
conditions set forth in Article VIII or Article IX hereof would not be satisfied
(a  "TERMINATING  BREACH"),  and such breach shall, if capable of cure, not have
been cured within five (5) days after receipt by the party in breach of a notice
from the non-breaching party setting forth in detail the nature of such breach.

10.2 EFFECT OF  TERMINATION.  In the event of the  termination of this Agreement
pursuant to Paragraph  10.1 hereof,  there shall be no liability on the party of
ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.  or the  Investors  or  any of  their
respective officers,  directors,  agents or other representatives and all rights
and  obligations  of any party hereto shall cease,  except as expressed  herein,
except that the Company retains the obligations pursuant to Paragraph 6.7.

10.3  AMENDMENT.  This  Agreement may be amended by the parties  hereto any time
prior to the  Closing  Date by an  instrument  in writing  signed by the parties
hereto.

10.3  WAIVER.  At any  time  prior to the  Closing  Date,  ENTECH  ENVIRONMENTAL
TECHNOLOGIES,  INC. or the Investors,  as appropriate,  may: (a) extend the time
for the  performance of any of the  obligations or other acts of other party or;
(b) waive any  inaccuracies  in the  representations  and  warranties  contained
herein or in any document  delivered  pursuant hereto which have been made to it
or them;  or (c)  waive  compliance  with any of the  agreements  or  conditions
contained herein for its or their benefit. Any such extension or waiver shall be
valid  only if set  forth in an  instrument  in  writing  signed by the party or
parties to be bound hereby.



                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 19 OF 30

<PAGE>





                                   ARTICLE XI

                               GENERAL PROVISIONS


11.1 TRANSACTION COSTS. Except as otherwise provided herein, each of the parties
shall pay all of his or its  costs and  expenses  (including  attorney  fees and
other legal costs and expenses and accountants'  fees and other accounting costs
and expenses) incurred by that party in connection with this Agreement.

11.2 INDEMNIFICATION. The Investor agrees to indemnify, defend and hold the
Company (following the Closing Date) and its officers and directors harmless
against and in respect of any and all claims, demands, losses, costs, expenses,
obligations, liabilities or damages, including interest, penalties and
reasonable attorney's fees, that it shall incur or suffer, which arise out of or
result from any breach of this Agreement by such Investor or failure by such
Investor to perform with respect to any of its representations, warranties or
covenants contained in this Agreement or in any exhibit or other instrument
furnished or to be furnished under this Agreement. The Company agrees to
indemnify, defend and hold the Investor harmless against and in respect of any
and all claims, demands, losses, costs, expenses, obligations, liabilities or
damages, including interest, penalties and reasonable attorney's fees, that it
shall incur or suffer, which arise out of, result from or relate to any breach
of this Agreement or failure by the Company to perform with respect to any of
its representations, warranties or covenants contained in this Agreement or in
any exhibit or other instrument furnished or to be furnished under this
Agreement. In no event shall the Company be entitled to recover consequential or
punitive damages resulting from a breach or violation of this Agreement nor
shall any party have any liability hereunder in the event of gross negligence or
willful misconduct of the indemnified party. In the event of a breach of this
Agreement by the Company, the Investor shall be entitled to pursue a remedy of
specific performance upon tender into the Court an amount equal to the Purchase
Price of the Units hereunder. The indemnification by the Investors shall be
limited to the amount they have invested on the Closing Date.

11.3  HEADINGS.  The table of contents and headings  contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

11.4 ENTIRE  AGREEMENT.  This Agreement  (together with the Schedule,  Exhibits,
Warrants and documents  referred to herein)  constitute the entire  agreement of
the parties and supersede all prior  agreements and  undertakings,  both written
and oral,  between  the  parties,  or any of them,  with  respect to the subject
matter hereof.


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 20 OF 30

<PAGE>

11.5 NOTICES. 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 ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.:
                           ---------------------------------------------

                             ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.


                           With a copy to:
                           --------------
                           3233 Grand Avenue, Suite N353
                           Chino Hills, CA 91709



                           If to the Investors:

                           To the  address  listed on  Schedule  A herein or to
                           the  address provided to the Company by an Investor.


11.6 SEVERABILITY.  If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy,  all
other conditions and provisions of this Agreement shall  nevertheless  remain in
full  force  and  effect  so long as the  economic  or  legal  substance  of the
transactions  contemplated  hereby  is not  affected  in any  manner  materially
adverse  to any  party.  Upon  such  determination  that any such  term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that the  transactions  contemplated  hereby are fulfilled to the extent
possible.

11.7 BINDING EFFECT.  All the terms and provisions of this Agreement  whether so
expressed  or not,  shall be  binding  upon,  inure to the  benefit  of,  and be
enforceable by the parties and their respective administrators, executors, legal
representatives, heirs, successors and assignees.

11.8  PREPARATION  OF  AGREEMENT.  This  Agreement  shall not be construed  more
strongly against any party regardless of who is responsible for its preparation.
The parties  acknowledge  each  contributed  and is equally  responsible for its
preparation.


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 21 OF 30

<PAGE>


11.9  GOVERNING  LAW.  This  Agreement  shall be governed  by, and  construed in
accordance  with,  the laws of the State of New York,  without  giving effect to
applicable principles of conflicts of law.

11.10  JURISDICTION.  This  Agreement  shall  be  exclusively  governed  by  and
construed in accordance with the laws of the State of New York. If any action is
brought among the parties with respect to this Agreement or otherwise, by way of
a claim or counterclaim,  the parties agree that in any such action,  and on all
issues, the parties irrevocably waive their right to a trial by jury.  Exclusive
jurisdiction  and venue  for any such  action  shall be the State  Courts of New
York.  In the event suit or action is brought by any party under this  Agreement
to enforce any of its terms, or in any appeal  therefrom,  it is agreed that the
prevailing  party shall be entitled to reasonable  attorneys fees to be fixed by
the arbitrator, trial court, and/or appellate court.

11.11 PREPARATION AND FILING OF SECURITIES AND EXCHANGE COMMISSION FILINGS. Each
Investor  shall  reasonably  assist  and  cooperate  with  the  Company  in  the
preparation  of all filings  with the SEC after the  Closing  Date due after the
Closing Date.

11.12 FURTHER ASSURANCES, COOPERATION. Each party shall, upon reasonable request
by the other party,  execute and deliver any additional  documents  necessary or
desirable  to complete  the  transactions  herein  pursuant to and in the manner
contemplated  by this  Agreement.  The parties hereto agree to cooperate and use
their  respective  best efforts to consummate the  transactions  contemplated by
this Agreement.

11.13 SURVIVAL The  representations,  warranties,  covenants and agreements made
herein shall survive the Closing of the transaction contemplated hereby.

11.14 THIRD  PARTIES  Except as  disclosed  in this  Agreement,  nothing in this
Agreement,  whether  express or  implied,  is  intended  to confer any rights or
remedies  under or by reason of this  Agreement  on any  persons  other than the
parties   hereto  and  their   respective   administrators,   executors,   legal
representatives,  heirs, successors and assignees.  Nothing in this Agreement is
intended  to relieve or  discharge  the  obligation  or  liability  of any third
persons to any party to this  Agreement,  nor shall any provision give any third
persons  any right of  subrogation  or action  over or against any party to this
Agreement.

11.15 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay
on the part of any party  hereto in the  exercise of any right  hereunder  shall
impair such right or be  construed  to be a waiver of, or  acquiescence  in, any
breach of any representation,  warranty, covenant or agreement herein, nor shall
nay  single or partial  exercise  of any such  right  preclude  other or further
exercise thereof or of any other right.  All rights and remedies  existing under
this  Agreement are  cumulative to, and not exclusive of, any rights or remedies
otherwise available.


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 22 OF 30

<PAGE>

11.16 COUNTERPARTS.  This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed  shall be deemed to be an  original,  but all of which  taken  together
shall  constitute one and the same agreement.  A facsimile  transmission of this
signed Agreement shall be legal and binding on all parties hereto.


                         [SIGNATURES ON FOLLOWING PAGE]


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 23 OF 30

<PAGE>



     IN WITNESS WHEREOF, the Investors and the Company have as of the date first
written above executed this Agreement.



ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.


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

By: ___________________
Title:__________________

                                    INVESTORS



--------------------------------
Andrew Barron Worden
President, General Partner of
Barron Partners LP
730 Fifth Avenue, 9th Floor
New York NY 10019







                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 24 OF 30

<PAGE>



                                   Schedule A


NAME AND ADDRESS       AMOUNT OF       NUMBER OF SHARES OF    NUMBER OF WARRANTS
                      INVESTMENT         COMMON STOCK

Barron Partners LP     $100,000            4,000,000             4,000,000









                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 25 OF 30

<PAGE>


                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 26 OF 30

<PAGE>



Exhibit A
---------

                                 Form of Warrant
                                 --------------

                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 27 OF 30

<PAGE>


                                    Exhibit B
                                    ---------
                          Registration Rights Agreement
                          -----------------------------

                        STOCK PURCHASE AGREEMENT BETWEEN
        ENTECH ENVIRONMENTAL TECHNOLOGIES,INC.,INC. AND CERTAIN INVESTORS
                                  PAGE 28 OF 30

<PAGE>