Exhibit 10.49


     THIS  COMMON  STOCK  PURCHASE  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE
     SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF,
     BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF
     THE  COMPANY  THAT  SUCH  SECURITIES  MAY BE  OFFERED,  SOLD  OR  OTHERWISE
     TRANSFERRED  ONLY (A) TO THE COMPANY,  (B)  PURSUANT TO AN  EXEMPTION  FROM
     REGISTRATION  UNDER THE 1933 ACT, OR (C) IF  REGISTERED  UNDER THE 1933 ACT
     AND ANY  APPLICABLE  STATE  SECURITIES  LAWS.  IN  ADDITION,  A  SECURITIES
     PURCHASE AGREEMENT ("PURCHASE AGREEMENT"), DATED THE DATE HEREOF, A COPY OF
     WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL  EXECUTIVE  OFFICE,
     CONTAINS  CERTAIN  ADDITIONAL  AGREEMENTS  AMONG  THE  PARTIES,  INCLUDING,
     WITHOUT  LIMITATION,  PROVISIONS  WHICH  LIMIT THE  EXERCISE  RIGHTS OF THE
     HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY.

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

                     Entech Environmental Technologies, Inc.

                          COMMON STOCK PURCHASE WARRANT

    Number of shares: [40 shares for every $1 of Note Purchased] [4,000,000]

                                                   Holder: Barron Partners LP
                                                     c/o Andrew Barron Worden
                                                     Managing Partner
                                                     730 Fifth Avenue, 9th Floor
                                                     New York NY 10019
                                                     tel 212-659-7790
                                                     fax 646-607-2223
                                                     abw@barronpartners.com

Expiration Date:    December 30, 2010

Exercise Price per Share:  $0.05

Entech Environmental Technologies,  Inc., a company organized and existing under
the laws of the State of Florida (the  "COMPANY"),  hereby  certifies  that, for
value  received,  Barron  Partners LP, or its  registered  assigns (the "WARRANT
HOLDER"),  is entitled,  subject to the terms set forth below,  to purchase from
the Company Four Million  (4,000,000)  shares of common stock,  $0.001 par value
(the "COMMON STOCK"), of the Company (each such share, a "WARRANT SHARE" and all
such shares,  the "WARRANT  SHARES") in exchange for (a) one (1) Warrant and (b)
$0.05 per share (as  adjusted  from time to time as  provided  in Section 7, per
Warrant Share (the "EXERCISE PRICE"), at any time and from time to time from and
after the date thereof and through and including 5:00 p.m. New York City time on
December  30,  2010 (or  eighteen  months  of  effectiveness  of a  Registration
Statement  subsequent  to  the  issuance  herein,   whichever  is  longer)  (the
"EXPIRATION DATE"), and subject to the following terms and conditions:

     1.  REGISTRATION  OF WARRANT.  The Company shall register this Warrant upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "WARRANT
REGISTER"),  in the name of the record  Warrant Holder hereof from time to time.
The Company may deem and treat the registered  Warrant Holder of this Warrant as
the  absolute  owner  hereof  for the  purpose  of any  exercise  hereof  or nay
distribution to the Warrant Holder, and for all other purposes,  and the Company
shall not be affected by notice to the contrary.

     2. INVESTMENT REPRESENTATION.  The Warrant Holder by accepting this Warrant
represents that the Warrant Holder is acquiring this Warrant for its own account
or the account of an affiliate for investment  purposes and not with the view to
any  offering  or  distribution  and that the  Warrant  Holder  will not sell or
otherwise dispose of this Warrant or the underlying  Warrant Shares in violation
of  applicable  securities  laws.  The  Warrant  Holder  acknowledges  that  the
certificates  representing any Warrant Shares will bear a legend indicating that
they have not been registered under the United States Securities Act of 1933, as
amended  (the  "1933  ACT")  and may not be sold by the  Warrant  Holder  except
pursuant to an effective registration statement or pursuant to an exemption from
registration  requirements  of the 1933 Act and in  accordance  with federal and
state  securities  laws.  If this  Warrant was  acquired  by the Warrant  Holder
pursuant to the exemption  from the  registration  requirements  of the 1933 Act
afforded by  Regulation  S  thereunder,  the  Warrant  Holder  acknowledges  and
covenants  that this  Warrant may not be  exercised  by or on behalf of a Person
during the one year distribution  compliance period (as defined in Regulation S)
following the date hereof.  "PERSON"  means an  individual,  partnership,  firm,
limited liability company, trust, joint venture,  association,  corporation,  or
any other legal entity.

     3.  VALIDITY OF WARRANT AND ISSUE OF SHARES.  The  Company  represents  and
warrants  that this  Warrant has been duly  authorized  and  validly  issued and
agrees  that all of Common  Stock that may be issued  upon the  exercise  of the
rights represented by this Warrant will, when issued upon such exercise, be duly
authorized,  validly  issued,  fully  paid and  nonassessable  and free from all
taxes, liens and charges with respect to the issue thereof.  The Company further
warrants and agrees that during the period  within which the rights  represented
by this Warrant may be exercised,  the Company will at all times have authorized
and reserved a sufficient  number of Common Stock to provide for the exercise of
the rights represented by this Warrant.

     4. REGISTRATION OF TRANSFERS AND EXCHANGE OF WARRANTS.

          a. Subject to compliance with the legend set forth on the face of this
     Warrant,  the Company  shall  register  the transfer of any portion of this
     Warrant in the Warrant  Register,  upon  surrender of this Warrant with the
     Form of  Assignment  attached  hereto duly  completed  and  signed,  to the
     Company at the office  specified in or pursuant to Section 9. Upon any such
     registration  or  transfer,  a new warrant to  purchase  Common  Stock,  in
     substantially  the  form of this  Warrant  (any  such new  warrant,  a "NEW
     WARRANT"),  evidencing the portion of this Warrant so transferred  shall be
     issued to the transferee and a New Warrant evidencing the remaining portion
     of  this  Warrant  not so  transferred,  if any,  shall  be  issued  to the
     transferring  Warrant  Holder.  The  acceptance  of the New  Warrant by the
     transferee thereof shall be deemed the acceptance of such transferee of all
     of the rights and obligations of a Warrant Holder of a Warrant.

          b. This  Warrant is  exchangeable,  upon the  surrender  hereof by the
     Warrant  Holder to the office of the  Company  specified  in or pursuant to
     Section 9 for one or more New  Warrants,  evidencing  in the  aggregate the
     right to purchase the number of Warrant  Shares which may then be purchased
     hereunder. Any such New Warrant will be dated the date of such exchange.

     5. EXERCISE OF WARRANTS.

          a.  Upon  surrender  of this  Warrant  with  the Form of  Election  to
     Purchase  attached hereto duly completed and signed to the Company,  at its
     address  set forth in  Section  9, and upon  payment  and  delivery  of the
     Exercise Price per Warrant Share multiplied by the number of Warrant Shares
     that the Warrant Holder intends to purchase  hereunder,  in lawful money of
     the United  States of America,  in cash or by  certified  or official  bank
     check or checks, to the Company,  all as specified by the Warrant Holder in
     the Form of Election to Purchase,  the Company  shall  promptly  (but in no
     event  later than 7 business  days after the Date of  Exercise  [as defined
     herein])  issue or cause to be issued and cause to be  delivered to or upon
     the written  order of the  Warrant  Holder and in such name or names as the
     Warrant  Holder may  designate  (subject  to the  restrictions  on transfer
     described  in the  legend  set  forth  on the  face  of  this  Warrant),  a
     certificate for the Warrant Shares  issuable upon such exercise,  with such
     restrictive legend as required by the 1933 Act. Any person so designated by
     the Warrant Holder to receive Warrant Shares shall be deemed to have become
     holder of record of such Warrant  Shares as of the Date of Exercise of this
     Warrant.

          b. A "Date of Exercise" means the date on which the Company shall have
     received  (i) this Warrant (or any New Warrant,  as  applicable),  with the
     Form of  Election  to  Purchase  attached  hereto (or  attached to such New
     Warrant)  appropriately  completed and duly signed, and (ii) payment of the
     Exercise Price for the number of Warrant Shares so indicated by the Warrant
     Holder to be purchased.

          c. This Warrant shall be exercisable at any time and from time to time
     for such number of Warrant  Shares as is indicated in the attached  Form of
     Election To Purchase.  If less than all of the Warrant  Shares which may be
     purchased  under this Warrant are exercised at any time,  the Company shall
     issue or cause to be issued, at its expense,  a New Warrant  evidencing the
     right to  purchase  the  remaining  number of  Warrant  Shares for which no
     exercise has been evidenced by this Warrant.

          d. (i) Notwithstanding  anything contained herein to the contrary, but
     in all events subject to Section 7 herein,  the holder of this Warrant may,
     at its election exercised in its sole discretion,  exercise this Warrant in
     whole  or in part  and,  in lieu  of  making  the  cash  payment  otherwise
     contemplated to be made to the Company upon such exercise in payment of the
     Aggregate  Exercise Price,  elect instead to receive upon such exercise the
     "NET  NUMBER"  of  shares  of  Common  Stock  determined  according  to the
     following formula (a "CASHLESS EXERCISE"):
                                Net Number = (A x (B - C))/B

                  (ii) For purposes of the foregoing formula:

                    A=   the total  number  shares  with  respect  to which this
                         Warrant is then being exercised.

                    B=   the last reported sale price (as reported by Bloomberg)
                         of the Common Stock on  immediately  preceding the date
                         of the Exercise Notice.

                    C=   the Warrant  Exercise  Price then in effect at the time
                         of such exercise.

          e. The holder of this Warrant  agrees not to elect for a period of one
     (1) year a Cashless Exercise. The holder of this Warrant also agrees not to
     elect a Cashless  Exercise  so long as there is an  effective  registration
     statement for the shares underlying this Warrant.

     6. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.  The character of the
shares of stock or other  securities  at the time issuable upon exercise of this
Warrant and the Exercise  Price  therefore,  are subject to adjustment  upon the
occurrence  of  the  following  events,   and  all  such  adjustments  shall  be
cumulative:

          a. ADJUSTMENT FOR STOCK SPLITS,  STOCK  DIVIDENDS,  RECAPITALIZATIONS,
     ETC. The Exercise  Price of this Warrant and the number of shares of Common
     Stock or  other  securities  at the time  issuable  upon  exercise  of this
     Warrant  shall be  appropriately  adjusted to reflect  any stock  dividend,
     stock split, combination of shares,  reclassification,  recapitalization or
     other similar event affecting the number of outstanding  shares of stock or
     securities.

          b. ADJUSTMENT FOR REORGANIZATION,  CONSOLIDATION, MERGER, ETC. In case
     of any  consolidation  or  merger  of the  Company  with or into any  other
     corporation,  entity or person, or any other corporate  reorganization,  in
     which the Company shall not be the  continuing or surviving  entity of such
     consolidation,   merger  or  reorganization  (any  such  transaction  being
     hereinafter  referred to as a  "REORGANIZATION"),  then, in each case,  the
     holder  of  this  Warrant,  on  exercise  hereof  at  any  time  after  the
     consummation  or  effective  date of such  Reorganization  (the  "EFFECTIVE
     DATE"),  shall receive,  in lieu of the shares of stock or other securities
     at any time  issuable  upon the  exercise of the  Warrant  issuable on such
     exercise prior to the Effective  Date,  the stock and other  securities and
     property  (including  cash) to which such holder  would have been  entitled
     upon  the  Effective  Date  if  such  holder  had  exercised  this  Warrant
     immediately prior thereto (all subject to further adjustment as provided in
     this Warrant).

          c.  CERTIFICATE  AS TO  ADJUSTMENTS.  In  case  of any  adjustment  or
     readjustment in the price or kind of securities issuable on the exercise of
     this Warrant,  the Company will promptly give written notice thereof to the
     holder  of  this  Warrant  in the  form  of a  certificate,  certified  and
     confirmed  by the Board of Directors  of the  Company,  setting  forth such
     adjustment or readjustment and showing in reasonable  detail the facts upon
     which such adjustment or readjustment is based.

     7.  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%.

     8. FRACTIONAL  SHARES.  The Company shall not be required to issue or cause
to be issued  fractional  Warrant  Shares on the exercise of this  Warrant.  The
number of full Warrant  Shares that shall be issuable  upon the exercise of this
Warrant  shall be  computed  on the basis of the  aggregate  number of  Warrants
Shares purchasable on exercise of this Warrant so presented.  If any fraction of
a Warrant Share would,  except for the provisions of this Section 8, be issuable
on the exercise of this Warrant,  the Company shall,  at its option,  (i) pay an
amount in cash equal to the Exercise  Price  multiplied by such fraction or (ii)
round the number of Warrant Shares issuable, up to the next whole number.

     9.  NOTICE  OF  INTENT  TO SELL OR MERGE  COMPANY.  The  Company  will give
Investor 90 days notice before  entering  into a transaction  to merge or sell a
controlling interest in the Company.


     10.  NOTICE.  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 the Company:

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

                           Tel:  866-815-3951

                           If to the Warrant Holder:

                           Andrew Barron Worden
                           Managing Partner
                           Barron Partners LP
                           730 Fifth Avenue, 9th Floor
                           New York NY 10019

                           Tel:  212-659-7790

     11. MISCELLANEOUS.

          a. This  Warrant  shall be binding on and inure to the  benefit of the
     parties hereto and their respective  successors and permitted assigns. This
     Warrant  may be amended  only in writing  and signed by the Company and the
     Warrant Holder.

          b. Nothing in this Warrant shall be construed to give to any person or
     corporation  other than the  Company  and the  Warrant  Holder any legal or
     equitable right, remedy or cause of action under this Warrant; this Warrant
     shall be for the sole and exclusive  benefit of the Company and the Warrant
     Holder.

          c. This  Warrant  shall be  governed  by,  construed  and  enforced in
     accordance  with the internal laws of the State of New York without  regard
     to the principles of conflicts of law thereof.

          d. The headings herein are for  convenience  only, do not constitute a
     part of this  Warrant and shall not be deemed to limit or affect any of the
     provisions hereof.

          e. In case any one or more of the  provisions of this Warrant shall be
     invalid or unenforceable in any respect, the validity and enforceablilty of
     the remaining  terms and provisions of this Warrant shall not in any way be
     affected or impaired  thereby and the parties will attempt in good faith to
     agree upon a valid and enforceable  provision which shall be a commercially
     reasonably  substitute therefore,  and upon so agreeing,  shall incorporate
     such substitute provision in this Warrant.

          f. The Warrant Holder shall not, by virtue hereof,  be entitled to any
     voting or other rights of a  shareholder  of the Company,  either at law or
     equity, and the rights of the Warrant Holder are limited to those expressed
     in this Warrant.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by the authorized officer as of the date first above stated.


         Entech Environmental Technologies, Inc.



         By:
              ------------------------------------------------

         Burr D. Northrop

         President & CEO





<PAGE>


                          FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant Holder to exercise the right to purchase shares
of Common Stock under the foregoing Warrant)


To:  Entech Environmental Technologies, Inc.:

In accordance with the Warrant enclosed with this Form of Election to Purchase,
the undersigned hereby irrevocably elects to purchase ______________ shares of
Common Stock ("Common Stock"), $0.001 par value, of Entech Environmental
Technologies, Inc. and encloses one warrant and $0.05 for each Warrant Share
being purchased or an aggregate of $________________ in cash or certified or
official bank check or checks, which sum represents the aggregate Exercise Price
(as defined in the Warrant) together with any applicable taxes payable by the
undersigned pursuant to the Warrant.


The undersigned requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of:

______________________________________

______________________________________

______________________________________
(Please print name and address)


______________________________________
(Please insert Social Security or Tax Identification Number)

If the number of shares of Common Stock issuable upon this exercise shall not be
all of the shares of Common Stock which the undersigned is entitled to purchase
in accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:

______________________________________

______________________________________

______________________________________
(Please print name and address)


Dated:                                 Name of Warrant Holder:
        -------------------

                                       (Print) ---------------------------------

                                       (By:)   ---------------------------------

                                       (Name:) ---------------------------------

                                      (Title:) ---------------------------------

                                      Signature must conform in all respects to
                                      name of Warrant Holder as specified on the
                                      face of the Warrant