SETTLEMENT AGREEMENT AND RELEASE

     This  Settlement Agreement and Release ("Agreement") is made as of 21st day
                                                                        ----
of  September,  2004,  by and between ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., a
Florida  corporation  ("Entech") and  RUSSELL  BEDFORD  STEFANOU MIRCHANDANI LLP
("Russell  Bedford").

     WHEREAS,  Russell  Bedford  has  provided  certain  accounting  services to
Entech;  and

     WHEREAS, the parties to this Agreement desire to settle all amounts owed by
Entech  to  Russell  Bedford  in connection with accounting services provided by
Russell Bedford to Entech up to and through August 30, 2004;

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

     1.     Payment.  Entech  will  pay  $27,125  in cash to Russell Bedford for
            -------
services performed by it to Entech up to and through August 30, 2004.

     2.     Release.  In  consideration of the payment, set forth in Paragraph 1
            -------
of this Agreement, the receipt of which is hereby acknowledged, Russell Bedford,
for  itself  and  its  successors and assigns, has remised, released and forever
discharged,  and  by  these  presents  does,  for  itself and its successors and
assigns,  remise,  release,  and forever discharge Entech and its successors and
assigns,  of and from all manner of action and actions, causes of action, suits,
debts  and  dues,  claims  and  demands  whatsoever,  in law or in equity, which
against Entech, Russell Bedford ever had, now has, or which Russell Bedford, its
successors  and assigns hereafter can, shall or may have, for, upon or by reason
of  the accounting services rendered by Russell Bedford up to and through August
30,  2004.

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

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

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

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


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



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

                                           ENTECH ENVIRONMENTAL
                                           TECHNOLOGIES, INC.


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

                                           RUSSELL BEDFORD STEFANOU
                                           MIRCHANDANI LLP


                                           By:  /s/  [Not Legible]
                                              ------------------------------
                                           Title: Partner
                                                 ---------------------------


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