REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

     THIS  REGISTRATION  RIGHTS  AGREEMENT (the "AGREEMENT") is made and entered
                                                 ---------
into  as  of  30th  day  of  September,  2004  by and among ENTECH ENVIRONMENTAL
TECHNOLOGIES,  INC.,  a corporation organized and existing under the laws of the
State  of  Florida  ("ENTECH"  or  the  "COMPANY"),  and  certain  investors,
                      ------             -------
(hereinafter referred to collectively as "INVESTOR" OR "INVESTORS") as listed on
                                          --------      ---------
Attachment A herein (each agreement with an Investor being deemed a separate and
------------
independent  agreement  between  the  Company and such Investor). Unless defined
otherwise,  capitalized  terms herein shall have the identical meaning as in the
Note  Purchase  Agreement.


                              PRELIMINARY STATEMENT

     WHEREAS, pursuant to the Note Purchase Agreement, of even date herewith, by
and  among  ENTECH  and  the  Investors, as part of the consideration, Investors
shall  receive  Shares  of  ENTECH  upon  conversion  of  the  Note;  and

     WHEREAS,  the ability of the Investors to sell their shares of Common Stock
is  subject  to  certain  restrictions  under  the  1933  Act;  and

     WHEREAS,  as  a condition to the Note Purchase Agreement, ENTECH has agreed
to  provide  the  Investors  with  a  mechanism that will permit such Investors,
subject to a market stand-off agreement, to sell their Shares of Common Stock in
the  future.

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  of  the mutual
covenants  and  agreements,  and  subject  to  the  terms  and conditions herein
contained,  the  parties  hereto  hereby  agree  as  follows:

                                    ARTICLE I

                     INCORPORATION BY REFERENCE, SUPERSEDER
                     --------------------------------------

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.

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.


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 1 OF 19
<PAGE>
                                   ARTICLE II

                           DEMAND REGISTRATION RIGHTS
                           --------------------------

2.1     "REGISTRABLE  SHARES" OR "REGISTRABLE SECURITIES" means and includes the
         -------------------      ----------------------
Shares of ENTECH issued to the Investors pursuant to the Note Purchase Agreement
upon  conversion  of the Note and exercise of the Warrants, As to any particular
Registrable Shares, such securities will cease to be Registrable Shares when (a)
they  have  been  effectively  registered under the  1933 Act and disposed of in
accordance with the registration statement covering them, (b) they are or may be
freely  traded  without registration pursuant to Rule 144 under the 1933 Act (or
any similar provisions that are then in effect), or (c) they have been otherwise
transferred  and new certificates for them not bearing a restrictive legend have
been  issued  by  ENTECH  and ENTECH shall not have "stop transfer" instructions
against them.   "SHARES" shall mean, collectively, the shares of Common Stock of
                 ------
the Company being issued pursuant to the Note Purchase Agreement upon conversion
of  the  Note  and  those  shares  of Common Stock issuable to the Investor upon
exercise  of  the  Warrants being issued pursuant to the Note Purchase Agreement
upon  conversion  of  the  Note.

2.2     REGISTRATION  OF  REGISTRABLE  SECURITIES. The Company shall prepare and
        -----------------------------------------
file  within one hundred fifty (150) days following the date hereof (the "FILING
                                                                          ------
DATE") a registration  statement (the  "REGISTRATION  STATEMENT")  covering  the
----                                    -----------------------
resale  of the Registrable Securities. The Company shall use its best efforts to
cause  the  Registration  Statement  to  be declared effective by the SEC on the
earlier  of  (i)  210  days  following  the  Closing  Date  with  respect to the
Registration  Statement,  (ii)  ten  (10)  days  following  the receipt of a "No
Review"  or similar letter from the SEC or (iii) the first day following the day
the  SEC determines the Registration Statement eligible to be declared effective
(the "REQUIRED EFFECTIVENESS DATE"). Nothing contained herein shall be deemed to
     ----------------------------
limit  the  number  of  Registrable  Securities  to be registered by the Company
hereunder.  As  a  result,  should  the Registration Statement not relate to the
maximum  number of Registrable Securities acquired by (or potentially acquirable
by)  the holders of the Shares of ENTECH issued to the Investors pursuant to the
Note  Purchase  Agreement  upon  conversion  of  the  Note, the Company shall be
required  to promptly file a separate registration statement (utilizing Rule 462
promulgated  under  the  Exchange  Act,  where  applicable)  relating  to  such
Registrable  Securities  which  then remain unregistered. The provisions of this
Agreement shall relate to any such separate registration statement as if it were
an  amendment  to  the  Registration  Statement.

2.3     DEMAND  REGISTRATION.  Subject to the limitations of Section 2.2, at any
        ---------------------
time,  holders of the majority of the Shares as of the date of the Note Purchase
Agreement  may  request the registration, once and only once, under the 1933 Act
of  all  or  part  of  the  Registrable  Shares  then  outstanding  (a  "DEMAND
                                                                         ------
REGISTRATION").   Subject  to  the  conditions  of  Section 3, the Company shall
------------
use  its  best efforts to file such registration statement under the 1933 Act as
promptly  as  practicable  after  the  date  any  such  request  is


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 2 OF 19
<PAGE>
received  by the Company and to cause such registration statement to be declared
effective.  The  Company  shall  notify  the  Investors  promptly  when any such
registration  statement  has been declared effective. If more than 80 percent of
the  Shares as of the date of the Note Purchase Agreement issued upon conversion
of  the  Note  have  been  registered  or  sold,  this  provision  shall expire.

2.4     REGISTRATION STATEMENT FORM. Registrations under Section 2.2 and Section
        ----------------------------
2.3 shall be on Form SB-2 or such other appropriate registration form of the SEC
as  shall  permit  the  disposition of such Registrable Securities in accordance
with the intended method or methods of disposition specified in the Registration
Statement;  provided,  however,  such  intended  method of disposition shall not
include  an  underwritten  offering  of  the  Registrable  Securities.

2.5     EXPENSES.  The  Company will pay all Registration expenses in connection
        ---------
with  any  registration  required  by under Sections 2.2 and Section 2.3 herein.

2.6     EFFECTIVE  REGISTRATION  STATEMENT.   A  registration  requested
        -----------------------------------
pursuant  to  Sections  2.2  and  Section  2.3  shall not be deemed to have been
effected  (i)  unless  a  registration statement with respect thereto has become
effective  within the time period specified herein, provided that a registration
which does not become effective after the Company filed a registration statement
with respect thereto solely by reason of the refusal to proceed of any holder of
Registrable Securities (other than a refusal to proceed based upon the advice of
counsel  in  the  form  of  a  letter signed by such counsel and provided to the
Company  relating  to  a  disclosure  matter  unrelated to such holder) shall be
deemed  to  have  been  effected  by  the  Company  unless  the  holders  of the
Registrable  Securities  shall  have elected to pay all Registration Expenses in
connection  with such registration, (ii) if, after it has become effective, such
registration  becomes  subject  to  any stop order, injunction or other order or
extraordinary  requirement  of the SEC or other governmental agency or court for
any  reason or (iii) if, after it has become effective, such registration ceases
to  be  effective  for  more  than  the  allowable Black-Out Periods (as defined
herein).

2.7     PLAN  OF  DISTRIBUTION.  The Company hereby agrees that the Registration
        ----------------------
Statement  shall include a plan of distribution section reasonably acceptable to
the  Holder;  provided,  however,  such  plan  of  distribution section shall be
modified  by  the  Company  so  as  to  not  provide  for the disposition of the
Registrable  Securities  on  the  basis  of  an  underwritten  offering.

2.8     LIQUIDATED  DAMAGES.   If,  after seven (7) months from the date hereof,
        -------------------
in  the  event  the  Company  does  not  register  the  Registrable  Securities
pursuant  to  the  requirements  of  Section  2.2 herein, or if the Registration
Statement  filed pursuant to Section 2.2 herein is not declared effective, or if
the  Registrable Securities are registered pursuant to an effective Registration
Statement  and  such  Registration  Statement  or  other  Registration Statement
including  the  Registrable Securities is not effective in the period from seven
(7) months from the date hereof through two years following the date hereof, the
Company  shall,  for each such day, pay the Purchaser, as liquidated damages and
not


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 3 OF 19
<PAGE>
as  a  penalty,  an  amount  equal to thirty six (36%) of the Purchase Price per
annum;  and for any such day, such payment shall be made no later than the first
business  day  of the calendar month next succeeding the month in which such day
occurs.  In  addition,  if  the  Company  has not filed a registration statement
within  the  thirty  day  period  after closing as specified in 2.2, the Company
shall,  for each such day after thirty days from closing and until the filing of
a  registration statement, pay the Purchaser, as liquidated damages and not as a
penalty,  an  amount  equal to thirty six (36%) of the Purchase Price per annum;
and  for  any  such  day,  such  payment  shall  be made no later than the first
business  day  of the calendar month next succeeding the month in which such day
occurs.

The  parties agree that the only damages payable for a violation of the terms of
this  Agreement  with respect to which liquidated damages are expressly provided
shall  be  such  liquidated  damages.  Nothing shall preclude the Purchaser from
pursuing  or  obtaining  specific  performance  or  other  equitable relief with
respect  to  this  Agreement.

The  parties  hereto  agree  that  the  liquidated  damages provided for in this
Section 2.8 constitute a reasonable estimate of the damages that may be incurred
by  the  Purchaser  by reason of the failure of the Registration Statement to be
filed  or  declared  effective  in  accordance  with  the  provisions  hereof.

The  obligation  of  the  Company  terminates  when  the  holder  of  shares  of
Registrable  Securities  no longer holds more than twenty percent (20%) of their
shares  of  Registrable  Securities.

                                   ARTICLE III

                         INCIDENTAL REGISTRATION RIGHTS
                         ------------------------------

3.1     RIGHT  TO  INCLUDE  ("PIGGY-BACK")  REGISTRABLE SECURITIES.     Provided
        -----------------------------------------------------------
that  the  Registrable Securities have not been registered, if at any time after
the  date  hereof  but  before  the  second  anniversary of the date hereof, the
Company  proposes  to  register  any of its securities under the 1933 Act (other
than by a registration in connection with an acquisition in a manner which would
not  permit  registration  of  Registrable Securities for sale to the public, on
Form  S-8,  or  any  successor  form thereto, on Form S-4, or any successor form
thereto  and other than pursuant to Section 2), on an underwritten basis (either
best-efforts  or  firm-commitment),  then,  the Company will each such time give
prompt  written notice to all holders of Registrable Securities of its intention
to  do  so  and  of  such  holders  of Registrable Securities' rights under this
Section  3.1.  Upon  the  written  request  of  any  such holders of Registrable
Securities made within ten (10) days after the receipt of any such notice (which
request  shall  specify the Registrable Securities intended to be disposed of by
such  holders  of  Registrable Securities and the intended method of disposition
thereof),  the  Company  will,  subject  to the terms of this Agreement, use its
commercially  reasonable  best efforts to effect the registration under the 1933
Act  of  the  Registrable  Securities,  to  the  extent  requisite to permit the
disposition  (in  accordance  with the intended methods thereof as aforesaid) of
such  Registrable  Securities  so  to  be  registered,  by  inclusion  of  such
Registrable  Securities  in  the  registration  statement  which


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 4 OF 19
<PAGE>
covers  the securities which the Company proposes to register, provided that if,
at any time after written notice of its intention to register any securities and
prior  to  the  effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason either not to
register  or  to  delay registration of such securities, the Company may, at its
election,  give  written  notice  of  such  determination  to  each  holders  of
Registrable Securities and, thereupon, (i) in the case of a determination not to
register,  shall  be  relieved  of  this  obligation to register any Registrable
Securities  in connection with such registration (but not from its obligation to
pay  the  Registration  Expenses  in  connection  therewith), without prejudice,
however,  to  the  rights  of  any  holder  or holders of Registrable Securities
entitled  to  do  so  to  request  that  such  registration  be  effected  as  a
registration  under  Section 2, and (ii) in the case of a determination to delay
registering, shall be permitted to delay registering any Registrable Securities,
for  the  same  period  as  the  delay  in registering such other securities. No
registration  effected  under  this Section 3.1 shall relieve the Company of its
obligation  to effect any registration upon request under Section 2. The Company
will  pay  all  Registration  Expenses  in  connection with each registration of
Registrable  Securities  requested  pursuant  to  this  Section  3.1.  The right
provided  the  Holders  of  the  Registrable Securities pursuant to this Section
shall  be  exercisable  at their sole discretion and will in no way limit any of
the  Company's  obligations  to  pay  the  Securities  according to their terms.

3.2     PRIORITY IN INCIDENTAL REGISTRATIONS. If the managing underwriter of the
        -------------------------------------
underwritten  offering  contemplated  by this Section 3 shall inform the Company
and holders of the Registrable Securities requesting such registration by letter
of  its  belief  that  the number of securities requested to be included in such
registration  exceeds  the  number  which can be sold in such offering, then the
Company will include in such registration, to the extent of the number which the
Company  is  so  advised  can  be  sold  in  such offering, (i) first securities
proposed  by  the  Company  to  be  sold  for  its  own account, and (ii) second
Registrable  Securities  and  (iii) securities of other selling security holders
requested  to  be  included  in  such  registration.

                                   ARTICLE IV

                             REGISTRATION PROCEDURES
                             -----------------------

4.1     REGISTRATION  PROCEDURES.  If  and  whenever  the Company is required to
effect  the  registration  of  any  Registrable Securities under the 1933 Act as
provided  in  Section  2.2  and,  as  applicable,  2.3,  the  Company  shall, as
expeditiously  as  possible:

     (i)     prepare  and  file  with  the  SEC  the  Registration Statement, or
amendments  thereto,  to  effect  such  registration  (including  such  audited
financial


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 5 OF 19
<PAGE>
statements  as  may  be  required  by  the 1933 Act or the rules and regulations
promulgated  thereunder)  and  thereafter  use  its commercially reasonable best
efforts  to  cause  such  registration statement to be declared effective by the
SEC,  as  soon  as  practicable,  but  in  any  event no later than the Required
Effectiveness  Date  (with  respect  to a registration pursuant to Section 2.2);
provided,  however,  that  before  filing  such  registration  statement  or any
amendments  thereto,  the  Company  will  furnish to the counsel selected by the
holders of Registrable Securities which are to be included in such registration,
copies  of  all  such  documents  proposed  to  be  filed;

     (ii)     with respect to any registration statement pursuant to Section 2.2
or Section 2.3, prepare and file with the SEC such amendments and supplements to
such  registration  statement and the prospectus used in connection therewith as
may  be  necessary  to  keep such registration statement effective and to comply
with  the  provisions  of  the  1933  Act with respect to the disposition of all
Registrable  Securities covered by such registration statement until the earlier
to  occur of thirty six (36) months after the date of this Agreement (subject to
the  right of the Company to suspend the effectiveness thereof for not more than
10  consecutive Trading Days or an aggregate of 20 Trading Days during each year
(each a "BLACK-OUT PERIOD")) or such time as all of the securities which are the
         ----------------
subject  of such registration statement cease to be Registrable Securities (such
period,  in  each  case,  the  "REGISTRATION  MAINTENANCE  PERIOD");
                                ---------------------------------

     (iii)     furnish  to each holder of Registrable Securities covered by such
registration  statement  such  number  of  conformed copies of such registration
statement  and  of  each  such  amendment  and  supplement thereto (in each case
including  all  exhibits),  such number of copies of the prospectus contained in
such  registration  statement  (including  each  preliminary  prospectus and any
summary prospectus) and any other prospectus filed under Rule 424 under the 1933
Act,  in  conformity  with  the  requirements  of  the  1933 Act, and such other
documents, as such holder of Registrable Securities and underwriter, if any, may
reasonably  request  in order to facilitate the public sale or other disposition
of  the  Registrable  Securities owned by such holder of Registrable Securities;

     (iv)     use  its  commercially  reasonable  best  efforts  to  register or
qualify  all  Registrable  Securities  and  other  securities  covered  by  such
registration  statement under such other securities laws or blue sky laws as any
holder  of Registrable Securities thereof shall reasonably request, to keep such
registrations  or  qualifications  in  effect  for  so long as such registration
statement  remains  in effect, and take any other action which may be reasonably
necessary  to  enable  such  holder  of Registrable Securities to consummate the
disposition  in  such  jurisdictions  of  the securities owned by such holder of
Registrable  Securities,  except that the Company shall not for any such purpose
be  required to qualify generally to do business as a foreign corporation in any
jurisdiction  wherein  it would not but for the requirements of this subdivision
(iv) be obligated to be so qualified or to consent to general service of process
in  any  such  jurisdiction;

     (v)     use  its  commercially  reasonable  best  efforts  to  cause  all
Registrable  Securities  covered by such registration statement to be registered
with  or  approved  by


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 6 OF 19
<PAGE>
such  other  governmental  agencies or authorities as may be necessary to enable
the  holder  of  Registrable Securities thereof to consummate the disposition of
such  Registrable  Securities;

     (vi)     furnish  to  each  holder  of  Registrable  Securities  a  signed
counterpart,  addressed  to  such  holder  of  Registrable  Securities,  and the
underwriters,  if  any,  of  an  opinion  of  counsel for the Company, dated the
effective date of such registration statement (or, if such registration includes
an  underwritten public offering, an opinion dated the date of the closing under
the  underwriting  agreement),  reasonably satisfactory in form and substance to
such  holder  of  Registrable  Securities) including that the prospectus and any
prospectus  supplement  forming  a  part  of the Registration Statement does not
contain an untrue statement of a material fact or omits 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, and

     (vii)     notify  the  Investor  and  its counsel promptly and confirm such
advice  in  writing  promptly  after  the  Company  has  knowledge  thereof:

          (A)     when  the  Registration  Statement,  the  prospectus  or  any
prospectus  supplement  related  thereto  or  post-effective  amendment  to  the
Registration  Statement  has  been  filed, and, with respect to the Registration
Statement  or  any  post-  effective amendment thereto, when the same has become
effective;

          (B)     of any request by the SEC for amendments or supplements to the
Registration  Statement  or  the  prospectus  or  for  additional  information;

          (C)     of  the  issuance  by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
by  any  Person  for  that  purpose;  and

          (D)     of the receipt by the Company of any notification with respect
to  the  suspension  of the qualification of any Registrable Securities for sale
under  the  securities or blue sky laws of any jurisdiction or the initiation or
threat  of  any  proceeding  for  such  purpose;

     (viii)     notify  each  holder  of  Registrable Securities covered by such
registration  statement,  at  any  time  when  a  prospectus relating thereto is
required  to  be  delivered under the 1933 Act, upon discovery that, or upon the
happening  of  any  event  as a result of which, the prospectus included in such
registration  statement,  as  then  in effect, includes an untrue statement of a
material fact or omits to state any material facts required to be stated therein
or  necessary  to make the statements therein not misleading in the light of the
circumstances  then  existing,  and  at  the  request  of  any  such  holder  of
Registrable  Securities  promptly  prepare  and  furnish  to  such  holder  of
Registrable  Securities  a  reasonable number of copies of a supplement to or an
amendment  of  such


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 7 OF 19
<PAGE>
prospectus  as  may  be  necessary  so  that,  as  thereafter  delivered  to the
purchasers  of  such  securities,  such  prospectus  shall not include an untrue
statement  of  a  material  fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light  of  the  circumstances  then  existing;

     (ix)     use  its  best  efforts  to  obtain  the  withdrawal  of any order
suspending  the  effectiveness  of  the  Registration  Statement at the earliest
possible  moment;

     (x)     otherwise  use  its  commercially reasonable best efforts to comply
with  all applicable rules and regulations of the SEC, and make available to its
security  holders,  as  soon  as  reasonably  practicable, an earnings statement
covering  the  period  of  at  least  twelve  months, but not more than eighteen
months, beginning with the first full calendar month after the effective date of
such  registration  statement,  which  earnings  statement  shall  satisfy  the
provisions  of  Section  1  l(a)  of  the  1933  Act  and  Rule  158 thereunder;

     (xi)     enter  into  such  agreements  and  take such other actions as the
Investors  shall reasonably request in writing (at the expense of the requesting
or  benefiting  Investors) in order to expedite or facilitate the disposition of
such  Registrable  Securities;  and

     (xii)     use  its  commercially  reasonable  best  efforts  to  list  all
Registrable  Securities covered by such registration statement on any securities
exchange  on  which  any  of  the  Registrable  Securities  are  then  listed.

     The  Company  may require each holder of Registrable Securities as to which
any  registration  is  being  effected  to  furnish the Company such information
regarding  such  holder  of  Registrable Securities and the distribution of such
securities  as  the Company may from time to time reasonably request in writing.

4.2     The Company will not file any registration statement pursuant to Section
2.2  or  Section  2.3,  or amendment thereto or any prospectus or any supplement
thereto  to  which  the  Investors  shall  reasonably  object, provided that the
Company  may file such documents in a form required by law or upon the advice of
its  counsel.

4.3     The  Company  represents  and  warrants  to  each  holder of Registrable
Securities  that  it  has  obtained  all  necessary  waivers,  consents  and
authorizations  necessary  to  execute  this  Agreement  and  consummate  the
transactions  contemplated  hereby  other  than  such  waivers,  consents and/or
authorizations  specifically  contemplated  by  the  Note  Purchase  Agreement.

4.4     Each  holder  of Registrable Securities agrees that, upon receipt of any
notice  from the Company of the occurrence of any event of the kind described in
subdivision  (viii)  of Section 4.1, such Holder will forthwith discontinue such
holder of Registrable Securities' disposition of Registrable Securities pursuant
to the Registration Statement relating to such Registrable Securities until such
holder  of  Registrable  Securities'  receipt  of  the


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 8 OF 19
<PAGE>
copies  of  the  supplemented  or amended prospectus contemplated by subdivision
(viii)  of  Section  4.1 and, if so directed by the Company, will deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
then  in such Holder's possession of the prospectus relating to such Registrable
Securities  current  at  the  time  of  receipt  of  such  notice.

4.5     Delivery  of  Unlegended  Shares.
        ---------------------------------

               (a)     Within three (3) business days (such third (3rd) business
day being the "UNLEGENDED SHARES DELIVERY DATE") after the business day on which
the Company has received (i) a notice that Registrable Securities have been sold
either  pursuant  to  the Registration Statement or Rule 144 under the 1933 Act,
(ii)  a  representation  that  the  prospectus  delivery  requirements,  or  the
requirements  of  Rule  144,  as  applicable, have been satisfied, and (iii) the
original  share  certificates  representing the shares of Common Stock that have
been  sold,  and  (iv)  in  the  case  of  sales  under  Rule  144,  customary
representation  letters  of  the Subscriber and/or Subscriber's broker regarding
compliance  with  the  requirements of Rule 144, the Company at its expense, (y)
shall deliver, and shall cause legal counsel selected by the Company to deliver,
to its transfer agent (with copies to Subscriber) an appropriate instruction and
opinion  of  such  counsel,  directing  the  delivery  of shares of Common Stock
without any legends, issuable pursuant to any effective and current Registration
Statement described in Section 4 of this Agreement or pursuant to Rule 144 under
the  1933  Act  (the "UNLEGENDED SHARES"); and (z) cause the transmission of the
certificates  representing  the  Unlegended  Shares  together  with  a  legended
certificate  representing  the  balance of the unsold shares of Common Stock, if
any,  to  the  Subscriber  at  the  address specified in the notice of sale, via
express courier, by electronic transfer or otherwise on or before the Unlegended
Shares  Delivery  Date. Transfer fees shall be the responsibility of the Seller.

               (b)     In  lieu of delivering physical certificates representing
the  Unlegended  Shares, if the Company's transfer agent is participating in the
Depository  Trust  Company  ("DTC")  Fast Automated Securities Transfer program,
upon request of a Subscriber, so long as the certificates therefor do not bear a
legend  and  the  Subscriber is not obligated to return such certificate for the
placement  of  a  legend  thereon, the Company shall cause its transfer agent to
electronically  transmit  the  Unlegended  Shares  by  crediting  the account of
Subscriber's  prime  Broker  with  DTC  through  its  Deposit  Withdrawal  Agent
Commission system. Such delivery must be made on or before the Unlegended Shares
Delivery  Date.

               (c)     The  Company  understands  that  a  delay in the delivery
of the Unlegended  Shares  pursuant  to Section 4 hereof later than two business
days  after the Unlegended Shares Delivery Date could result in economic loss to
a  Subscriber. As compensation to a Subscriber for such loss, the Company agrees
to  pay  late  payment  fees (as liquidated damages and not as a penalty) to the
Subscriber  for  late  delivery  of  Unlegended Shares in the amount of $100 per
business  day  after the Delivery Date for each $10,000 of purchase price of the
Unlegended  Shares  subject  to  the  delivery  default.


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 9 OF 19
<PAGE>
If  during any 360 day period, the Company fails to deliver Unlegended Shares as
required  by  this  Section  4.5 for an aggregate of thirty (30) days, then each
Subscriber  or  assignee  holding Securities subject to such default may, at its
option,  require  the  Company  to  redeem  all or any portion of the Shares and
Warrant Shares subject to such default at a price per share equal to 120% of the
Purchase  Price  of such Common Stock and Warrant Shares ("UNLEGENDED REDEMPTION
AMOUNT").  The amount of the aforedescribed liquidated damages that have accrued
or  paid for the twenty day period prior to the receipt by the Subscriber of the
Unlegended Redemption Amount shall be credited against the Unlegended Redemption
Amount.  The  Company  shall  pay  any  payments  incurred under this Section in
immediately  available  funds  upon  demand.

               (d)     In  addition  to  any  other  rights  available  to  a
Subscriber, if the Company fails to deliver to a Subscriber Unlegended Shares as
required  pursuant  to  this Agreement, within seven (7) business days after the
Unlegended  Shares Delivery Date and the Subscriber purchases (in an open market
transaction or otherwise) shares of common stock to deliver in satisfaction of a
sale  by  such Subscriber of the shares of Common Stock which the Subscriber was
entitled  to  receive from the Company (a "BUY- IN"), then the Company shall pay
in  cash  to the Subscriber (in addition to any remedies available to or elected
by the Subscriber) the amount by which (A) the Subscriber's total purchase price
(including  brokerage  commissions,  if  any)  for the shares of common stock so
purchased exceeds (B) the aggregate purchase price of the shares of Common Stock
delivered  to  the  Company  for  reissuance as Unlegended Shares, together with
interest  thereon at a rate of 15% per annum, accruing until such amount and any
accrued  interest  thereon  is  paid  in  full  (which  amount  shall be paid as
liquidated damages and not as a penalty). For example, if a Subscriber purchases
shares  of  Common  Stock  having  a  total purchase price of $10,000 to cover a
Buy-In  with  respect  to  $10,000  of  purchase price of shares of Common Stock
delivered  to the Company for reissuance as Unlegended Shares, the Company shall
be  required  to  pay the Subscriber $1,000, plus interest. The Subscriber shall
provide  the  Company  written  notice  indicating  the  amounts  payable to the
Subscriber  in  respect  of  the  Buy-In.

               (e)     In  the  event  a  Subscriber  shall  request delivery of
Unlegended  Shares as described in Section 4.5(e) and the Company is required to
deliver  such  Unlegended Shares pursuant to Section 4.5(e), the Company may not
refuse  to  deliver Unlegended Shares based on any claim that such Subscriber or
any  one  associated  or affiliated with such Subscriber has been engaged in any
violation  of  law,  or for any other reason, unless, an injunction or temporary
restraining order from a court, on notice, restraining and or enjoining delivery
of  such Unlegended Shares or exercise of all or part of said Warrant shall have
been  sought  and  obtained  and  the  Company  has posted a surety bond for the
benefit  of such Subscriber in the amount of 120% of the amount of the aggregate
purchase  price  of the Common Stock and Warrant Shares which are subject to the
injunction  or  temporary  restraining  order, which bond shall remain in effect
until  the  completion of arbitration/litigation of the dispute and the proceeds
of  which  shall  be payable to such Subscriber to the extent Subscriber obtains
judgment  in  Subscriber's


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 10 OF 19
<PAGE>
favor.

                                    ARTICLE V

                             UNDERWRITTEN OFFERINGS
                             ----------------------

5.1     INCIDENTAL  UNDERWRITTEN  OFFERINGS. If the Company at any time proposes
        ------------------------------------
to  register any of its securities under the 1933 Act as contemplated by Section
3.1  and  such  securities  are  to  be  distributed  by  or through one or more
underwriters,  the  Company  will,  if  requested  by  any holder of Registrable
Securities  as  provided in Section 3.1 and subject to the provisions of Section
3.2,  use  its  commercially  reasonable  best  efforts  to  arrange  for  such
underwriters to include all the Registrable Securities to be offered and sold by
such  holder  among  the  securities  to  be  distributed  by such underwriters.

5.2     PARTICIPATION  IN  UNDERWRITTEN  OFFERINGS.  No  holder  of  Registrable
        -------------------------------------------
Securities may participate in any underwritten offering under Section 3.1 unless
such  holder  of  Registrable  Securities  (i)  agrees  to  sell  such  Person's
securities  on  the  basis  provided  in any underwriting arrangements approved,
subject  to  the  terms  and  conditions hereof, by the holders of a majority of
Registrable  Securities  to  be  included in such underwritten offering and (ii)
completes  and executes all questionnaires, indemnities, underwriting agreements
and  other documents (other than powers of attorney) required under the terms of
such  underwriting  arrangements. Notwithstanding the foregoing, no underwriting
agreement  (or  other  agreement in connection with such offering) shall require
any  holder of Registrable Securities to make a representation or warranty to or
agreements  with  the Company or the underwriters other than representations and
warranties  contained  in  a  writing  furnished  by  such holder of Registrable
Securities  expressly  for  use  in  the  related  registration  statement  or
representations,  warranties  or agreements regarding such holder of Registrable
Securities,  such  holder's  Registrable  Securities  and such holder's intended
method  of  distribution  and  any  other  representation  required  by  law.

5.3     PREPARATION;  REASONABLE  INVESTIGATION.  In  connection  with  the
        ----------------------------------------
preparation  and  filing  of  each  registration  statement  under  the 1933 Act
pursuant  to  this  Agreement,  the Company will give the holders of Registrable
Securities  registered  under  such registration statement, and their respective
counsel  and  accountants,  the opportunity to participate in the preparation of
such  registration statement, each prospectus included therein or filed with the
SEC,  and  each  amendment  thereof or supplement thereto, and will give each of
them  such access to its books and records and such opportunities to discuss the
business of the Company with its officers and the independent public accountants
who  have  certified  its  financial  statements  as  shall be necessary, in the
reasonable  opinion  of such holders' and such underwriters' respective counsel,
to  conduct  a  reasonable  investigation  within  the  meaning of the 1933 Act.

                                   ARTICLE VI


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 11 OF 19
<PAGE>
                                 INDEMNIFICATION
                                 ---------------

6.1     INDEMNIFICATION  BY THE COMPANY. In the event of any registration of any
        --------------------------------
securities  of the Company under the 1933 Act, the Company will, and hereby does
agree  to  indemnify  and hold harmless the holder of any Registrable Securities
covered  by  such registration statement, its directors and officers, each other
Person  who  participates  as  an  underwriter  in  the offering or sale of such
securities  and  each other Person, if any, who controls such holder or any such
underwriter  within  the  meaning  of  the  1933 Act against any losses, claims,
damages  or  liabilities,  joint  or  several,  to which such holder or any such
director  or  officer  or  underwriter  or controlling person may become subject
under  the  1933  Act  or  otherwise, insofar as such losses, claims, damages or
liabilities  (or  actions  or  proceedings,  whether commenced or threatened, in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement  of  any material fact contained in any registration statement
under  which such securities were registered under the 1933 Act, any preliminary
prospectus,  final  prospectus  or  summary prospectus contained therein, or any
amendment  or  supplement  thereto, or any omission or alleged omission to state
therein  a  material fact required to be stated therein or necessary to make the
statements  therein  not  misleading, and the Company will reimburse such holder
and  each  such  director,  officer,  underwriter and controlling person for any
legal  or  any  other  expenses  reasonably  incurred by them in connection with
investigating  or  defending  any  such  loss,  claim,  liability,  action  or
proceeding,  provided  that  the Company shall not be liable in any such case to
the  extent  that  any  such  loss,  claim,  damage,  liability,  (or  action or
proceeding  in  respect  thereof)  or  expense arises out of or is based upon an
untrue  statement  or  alleged  untrue statement or omission or alleged omission
made  in  such  registration  statement,  any such preliminary prospectus, final
prospectus,  summary prospectus, amendment or supplement in reliance upon and in
conformity  with  written information furnished to the Company by such holder or
underwriter  stating that it is for use in the preparation thereof and, provided
further  that  the Company shall not be liable to any Person who participates as
an underwriter in the offering or sale of Registrable Securities or to any other
Person,  if  any,  who  controls such underwriter within the meaning of the 1933
Act, in any such case to the extent that any such loss, claim, damage, liability
(or  action  or  proceeding  in  respect  thereof) or expense arises out of such
Person's failure to send or give a copy of the final prospectus, as the same may
be then supplemented or amended, within the time required by the 1933 Act to the
Person  asserting  the  existence  of  an  untrue  statement  or  alleged untrue
statement  or  omission  or  alleged  omission  at  or  prior  to  the  written
confirmation  of  the  sale  of  Registrable  Securities  to such Person if such
statement  or omission was corrected in such final prospectus or an amendment or
supplement  thereto.  Such  indemnity  shall  remain  in  full  force and effect
regardless  of any investigation made by or on behalf of such holder or any such
director,  officer,  underwriter  or  controlling  person  and shall survive the
transfer  of  such  securities  by  such  holder.

6.2     INDEMNIFICATION  BY  THE  INVESTORS.  The  Company  may  require,  as  a
        ------------------------------------
condition  to including any Registrable Securities in any registration statement
filed  pursuant  to  this


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 12 OF 19
<PAGE>
Agreement,  that  the Company shall have received an undertaking satisfactory to
it  from the prospective holder of such Registrable Securities, to indemnify and
hold harmless (in the same manner and to the same extent as set forth in Section
6.1)  the Company, each director of the Company, each officer of the Company and
each  other  Person,  if any, who controls the Company within the meaning of the
1933  Act,  with respect to any statement or alleged statement in or omission or
alleged  omission  from such registration statement, any preliminary prospectus,
final  prospectus  or  summary prospectus contained therein, or any amendment or
supplement  thereto,  if  such  statement  or  alleged  statement or omission or
alleged  omission  was  made  in  reliance  upon  and in conformity with written
information furnished to the Company through an instrument duly executed by such
holder  of Registrable Securities specifically stating that it is for use in the
preparation  of  such  registration  statement,  preliminary  prospectus,  final
prospectus,  summary  prospectus,  amendment  or  supplement. Any such indemnity
shall  remain  in full force and effect, regardless of any investigation made by
or  on behalf of the Company or any such director, officer or controlling person
and  shall  survive  the  transfer  of  such  securities  by  such Investor. The
indemnification  by  the  Investors  shall  be  limited  to the amount they have
invested  on  the  Closing  Date.

6.3     NOTICES  OF  CLAIMS, ETC. Promptly after receipt by an indemnified party
        -------------------------
of  notice  of  the  commencement  of any action or proceeding involving a claim
referred  to  in  Sections  6.1 and Section 6.2, such indemnified party will, if
claim  in  respect  thereof  is  to be made against an indemnifying party,  give
written  notice  to the latter of the commencement of such action, provided that
the failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under Sections 6.1 and Section
6.2,  except to the extent that the indemnifying party is actually prejudiced by
such  failure  to  give  notice.  In  case any such action is brought against an
indemnified  party,  unless  in  such  indemnified party's reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may exist
in  respect  of  such  claim,  the  indemnifying  party  shall  be  entitled  to
participate  in  and  to  assume  the  defense  thereof,  jointly with any other
indemnifying party similarly notified, to the extent that the indemnifying party
may  wish,  with  counsel reasonably satisfactory to such indemnified party, and
after  notice  from  the  indemnifying  party  to  such indemnified party of its
election  so  to assume the defense thereof, the indemnifying party shall not be
liable  to  such  indemnified party for any legal or other expenses subsequently
incurred  by  the  latter  in  connection  with  the  defense thereof other than
reasonable  costs  of  investigation.  No  indemnifying party shall, without the
consent of the indemnified party, consent to entry of any judgment or enter into
any  settlement  of  any  such action which does not include as an unconditional
term  thereof  the giving by the claimant or plaintiff to such indemnified party
of  a  release  from all liability, or a covenant not to sue, in respect to such
claim or litigation. No indemnified party shall consent to entry of any judgment
or  enter  into  any settlement of any such action the defense of which has been
assumed by an indemnifying party without the consent of such indemnifying party.

6.4     OTHER  INDEMNIFICATION.  Indemnification  similar  to  that specified in
        -----------------------
Sections  6.1 and Section 6.2 (with appropriate modifications) shall be given by
the  Company  and


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 13 OF 19
<PAGE>
each  holder  of  Registrable Securities (but only if and to the extent required
pursuant to the terms herein) with respect to any required registration or other
qualification  of securities under any Federal or state law or regulation of any
governmental  authority,  other  than  the  1933  Act.

6.5     INDEMNIFICATION  PAYMENTS.  The indemnification required by Sections 6.1
        --------------------------
and  Section 6.2 shall be made by periodic payments of the amount thereof during
the  course  of  the investigation or defense, as and when bills are received or
expense,  loss,  damage  or  liability  is  incurred.

6.6     CONTRIBUTION.  If  the  indemnification provided for in Sections 6.1 and
        -------------
Section  6.2  is  unavailable to an indemnified party in respect of any expense,
loss,  claim,  damage  or  liability referred to therein, then each indemnifying
party,  in  lieu of indemnifying such indemnified party, shall contribute to the
amount  paid  or  payable by such indemnified party as a result of such expense,
loss,  claim,  damage  or  liability (i) in such proportion as is appropriate to
reflect  the  relative  benefits received by the Company on the one hand and the
holder  of  Registrable  Securities  or  underwriter, as the case may be, on the
other  from  the  distribution  of  the  Registrable  Securities  or (ii) if the
allocation  provided  by clause (i) above is not permitted by applicable law, in
such  proportion  as  is  appropriate  to reflect not only the relative benefits
referred  to  in  clause (i) above but also the relative fault of the Company on
the  one hand and of the holder of Registrable Securities or underwriter, as the
case  may  be, on the other in connection with the statements or omissions which
resulted  in  such  expense,  loss,  damage  or  liability, as well as any other
relevant equitable considerations. The relative benefits received by the Company
on  the one hand and the holder of Registrable Securities or underwriter, as the
case may be, on the other in connection with the distribution of the Registrable
Securities  shall  be  deemed  to  be  in  the  same proportion as the total net
proceeds  received  by  the  Company  from  the  initial sale of the Registrable
Securities  by  the Company to the purchasers bear to the gain, if any, realized
by  all  selling  holders  participating  in  such  offering or the underwriting
discounts  and  commissions received by the underwriter, as the case may be. The
relative  fault  of the Company on the one hand and of the holder of Registrable
Securities  or underwriter, as the case may be, on the other shall be determined
by  reference  to,  among  other  things,  whether  the untrue or alleged untrue
statement  of  a  material  fact or omission to state a material fact relates to
information  supplied by the Company, by the holder of Registrable Securities or
by  the  underwriter  and  the  parties'  relative  intent, knowledge, access to
information  supplied by the Company, by the holder of Registrable Securities or
by  the  underwriter  and  the  parties'  relative  intent, knowledge, access to
information  and  opportunity  to correct or prevent such statement or omission,
provided  that  the  foregoing  contribution  agreement  shall  not inure to the
benefit of any indemnified party if indemnification would be unavailable to such
indemnified  party by reason of the provisions contained herein, and in no event
shall  the obligation of any indemnifying party to contribute under this Section
6.6  exceed the amount that such indemnifying party would have been obligated to
pay  by way of indemnification if the indemnification provided for hereunder had
been  available  under  the  circumstances.


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 14 OF 19
<PAGE>
     The  Company  and the holders of Registrable Securities agree that it would
not  be  just  and  equitable  if contribution pursuant to this Section 6.6 were
determined by pro rata allocation (even if the holders of Registrable Securities
and  any  underwriters  were  treated  as one entity for such purpose) or by any
other  method  of  allocation  that  does  not  take  account  of  the equitable
considerations  referred  to  in the immediately preceding paragraph. The amount
paid  or  payable  by  an  indemnified  party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be  deemed to include, subject to the limitations set forth herein, any legal or
other  expenses reasonably incurred by such indemnified party in connection with
investigating  or  defending  any  such  action  or  claim.

     Notwithstanding  the  provisions  of  this  Section  6.6,  no  holder  of
Registrable Securities or underwriter shall be required to contribute any amount
in  excess  of  the  amount by which (i) in the case of any such holder, the net
proceeds received by such holder from the sale of Registrable Securities or (ii)
in  the  case  of  an  underwriter,  the  total  price  at which the Registrable
Securities  purchased  by  it  and distributed to the public were offered to the
public  exceeds, in any such case, the amount of any damages that such holder or
underwriter  has  otherwise  been  required  to  pay by reason of such untrue or
alleged  untrue  statement  or  omission.  No  Person  guilty  of  fraudulent
misrepresentation (within the meaning of Section ll(f) of the 1933 Act) shall be
entitled  to  contribution from any person who was not guilty of such fraudulent
misrepresentation.

                                   ARTICLE VII

                                    RULE 144
                                    --------

7.1     RULE 144. The Company shall timely file the reports required to be filed
        ---------
by  it  under  the  1933  Act and the 1934 Act (including but not limited to the
reports  under  Sections  13  and  15(d)  of  the  Exchange  Act  referred to in
subparagraph  (c)  of  Rule  144  adopted by the SEC under the 1933 Act) and the
rules  and  regulations adopted by the SEC thereunder (or, if the Company is not
required  to  file  such  reports,  will,  upon  the  request  of  any holder of
Registrable Securities, make publicly available other information) and will take
such  further  action  as  any  holder  of Registrable Securities may reasonably
request,  all  to the extent required from time to time to enable such holder to
sell  Registrable  Securities without registration under the 1933 Act within the
limitation  of  the  exemptions  provided by (a) Rule 144 under the 1933 Act, as
such  Rule  may  be  amended  from  time  to  time,  or  (b) any similar rule or
regulation  hereafter  adopted  by  the  SEC.  Upon the request of any holder of
Registrable  Securities,  the  Company  will  deliver  to  such holder a written
statement  as  to  whether it has complied with the requirements of this Section
7.1.

                                  ARTICLE VIII

                                  MISCELLANEOUS
                                  -------------


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 15 OF 19
<PAGE>
8.1     AMENDMENTS  AND  WAIVERS.  This Agreement may be amended and the Company
        -------------------------
may  take  any  action  herein  prohibited,  or  omit  to perform any act herein
required  to  be  performed  by  it, only if the Company shall have obtained the
written  consent  to such amendment, action or omission to act, of the holder or
holders  of  the  sum  of  the  51%  or  more  of  the shares of (i) Registrable
Securities  issued  at such time, plus (ii) Registrable Securities issuable upon
exercise or conversion of the Securities then constituting derivative securities
(if such Securities were not fully exchanged or converted in full as of the date
such  consent  if sought). Each holder of any Registrable Securities at the time
or  thereafter  outstanding  shall  be  bound  by any consent authorized by this
Section  8.1,  whether or not such Registrable Securities shall have been marked
to  indicate  such  consent.

8.2     NOMINEES  FOR  BENEFICIAL  OWNERS.  In  the  event  that any Registrable
        ----------------------------------
Securities  are  held  by  a  nominee  for  the  beneficial  owner  thereof, the
beneficial  owner thereof may, at its election, be treated as the holder of such
Registrable Securities for purposes of any request or other action by any holder
or  holders  of  Registrable  Securities  pursuant  to  this  Agreement  or  any
determination  of  any  number of percentage of shares of Registrable Securities
held  by  a  holder  or  holders  of Registrable Securities contemplated by this
Agreement.  If the beneficial owner of any Registrable Securities so elects, the
Company  may  require  assurances  reasonably satisfactory to it of such owner's
beneficial  ownership  or  such  Registrable  Securities.

8.3     NOTICES.  Except  as  otherwise provided in this Agreement, all notices,
        -------
requests  and other communications to any Person provided for hereunder shall be
in  writing  and shall be given to such Person (a) in the case of a party hereto
other  than  the Company, addressed to such party in the manner set forth in the
Note  Purchase  Agreement  or  at  such  other  address as such party shall have
furnished  to  the Company in writing, or (b) in the case of any other holder of
Registrable  Securities, at the address that such holder shall have furnished to
the  Company  in  writing,  or,  until any such other holder so furnishes to the
Company  an  address,  then  to  and  at  the address of the last holder of such
Registrable  Securities  who  has furnished an address to the Company, or (c) in
the  case of the Company, at the address set forth on the signature page hereto,
to the attention of its President, or at such other address, or to the attention
of  such  other  officer,  as the Company shall have furnished to each holder of
Registrable  Securities  at  the  time outstanding. Each such notice, request or
other communication shall be effective (i) if given by mail, 72 hours after such
communication  is  deposited  in  the  mail  with  first  class postage prepaid,
addressed  as  aforesaid or (ii) if given by any other means (including, without
limitation,  by  fax  or  air  courier), when delivered at the address specified
above,  provided  that  any  such  notice, request or communication shall not be
effective  until  received.

8.4     ASSIGNMENT.  This  Agreement  shall  be  binding  upon  and inure to the
        -----------
benefit of and be enforceable by the parties hereto. In addition, and whether or
not  any  express  assignment  shall  have  been  made,  the  provisions of this
Agreement  which  are  for  the


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 16 OF 19
<PAGE>
benefit  of  the  parties  hereto  other  than the Company shall also be for the
benefit  of  and  enforceable  by  any  subsequent  holder  of  any  Registrable
Securities.  Each  of  the  Holders  of  the  Registrable  Securities agrees, by
accepting  any  portion  of the Registrable Securities after the date hereof, to
the  provisions  of this Agreement including, without limitation, appointment of
the  Investors'  Representative  to act on behalf of such Holder pursuant to the
terms  hereof  which  such actions shall be made in the good faith discretion of
the  Investors'  Representative  and be binding on all persons for all purposes.

8.5     DESCRIPTIVE HEADINGS.   The descriptive headings of the several sections
        ---------------------
and  paragraphs  of this Agreement are inserted for reference only and shall not
limit  or  otherwise  affect  the  meaning  hereof.

8.6     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.

8.7     JURISDICTION.  This  Agreement  shall  be  exclusively  governed  by and
        -------------
construed  in  accordance  with  the laws of the State of Ohio. 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 Ohio. 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.

8.8     ENTIRE  AGREEMENT.  This  Agreement  embodies  the  entire agreement and
        ------------------
understanding  between  the  Company and each other party hereto relating to the
subject  matter  hereof  and  supercedes all prior agreements and understandings
relating  to  such  subject  matter.

8.9     SEVERABILITY.  If any provision of this Agreement, or the application of
        -------------
such  provisions  to  any  Person  or  circumstance,  shall be held invalid, the
remainder  of this Agreement, or the application of such provision to Persons or
circumstances  other  than  those  to  which  it  is  held invalid, shall not be
affected  thereby.

8.10     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.

8.11     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.


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 17 OF 19
<PAGE>
8.12     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.

8.13     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]




                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 18 OF 19
<PAGE>
          IN  WITNESS WHEREOF, the Investors and the Company have as of the date
first  written  above  executed  this  Agreement.


ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.


/s/ Burr Northrop
------------------------

By: Burr Northrop
    --------------------
Title: President
       -----------------


                                    INVESTORS


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




------------------------------------        ------------------------------------
Print Name:                                 Print Name:
Entity (if appropriate):                    Entity(if appropriate):
                        ------------                               -------------

------------------------------------        ------------------------------------
Title: (if appropriate):                    Title: (if appropriate):
                        ------------                                ------------



------------------------------------        ------------------------------------
Print Name:                                 Print Name:
Entity (if appropriate):                    Entity(if appropriate):
                        ------------                               -------------

------------------------------------        ------------------------------------
Title: (if appropriate):                    Title: (if appropriate):
                        ------------                                ------------


                      REGISTRATION RIGHTS AGREEMENT BETWEEN
          ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS
                                  PAGE 19 OF 19
<PAGE>