SETTLEMENT AGREEMENT AND RELEASE

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

     WHEREAS,  Entech  owes St. Clair the sum of seventeen thousand five hundred
dollars  ($17,500)  in  connection with the merger of Parr Subb Two and Advanced
Fuel  Filtration  Systems,  Inc.  ("AFFS"),  a  California  corporation;  and

     WHEREAS,  St. Clair has provided certain accounting services to Entech; and

     WHEREAS, the parties to this Agreement desire to settle all amounts owed by
Entech  to St. Clair in connection with the merger of Parr Subb Two and AFFS and
accounting services provided by St. Clair to Entech up to and through August 30,
2004;

     NOW, THEREFORE, 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 nine hundred dollars ($900) and issue thirty
          -------
three  thousand  eight  hundred  sixty nine (33,869) shares of the Entech common
stock  (the "Shares") to St. Clair for services performed by him to Entech up to
and  through  August  30,  2004.

     2.   Release.  In  consideration of the issuance of the Shares as set forth
          -------
in  Paragraph  1 of this Agreement, St. Clair, for himself and his successor and
assigns, will be deemed to have remised, released and forever discharged, and by
these  presents  does,  for  himself  and  his  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, St.
Clair  ever  had,  now has, or which it and its successors and assigns hereafter
can,  shall  or  may have, for, upon or by reason of the merger of Parr Subb Two
and  AFFS and accounting services rendered by St. Clair up to and through August
30,  2004.

     3.   Legend.  St.  Clair  understands  and  agrees  that  the  following
          ------
restrictions  and  limitations  are applicable to his resales, hypothecations or
other  transfers  of  the  Shares:

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

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

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


                                        1
<PAGE>
          (c)  Stop  transfer  instructions  to the transfer agent of the Shares
have  been  or  will  be placed with respect to the Shares so as to restrict the
resale,  pledge, hypothecation or other transfer thereof, subject to the further
items  hereof,  including the provisions of the legend set forth in subparagraph
(ii)  above;  an

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

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

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

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

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

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

     8.   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.

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

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

                                   ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.



                                   By___________________________________________
                                     Burr Northrop, President

                                   _____________________________________________

                                   ST. CLAIR


                                   By___________________________________________
                                     Name _______________________, Title________


                                        2
<PAGE>