September 1, 2004


Steven R. Green
Senior Managing Director
Windstone Capitol Partners
6232 North 32nd Street
Phoenix, Arizona 85018

Re:  Termination of Investment Banking Agreement

Dear Steven:

Per our recent discussions, Windstone Capital Partners, Inc. ("Windstone") and
Entech Environmental Technologies, Inc. ("Entech", defined to include its
personnel, affiliates and subsidiaries) hereby agree to terminate that
Investment Banking Agreement (the "Agreement") dated October 24, 2003 that had
been entered into by Entech's subsidiary company, Christie-Peterson Development
Corporation, and Windstone, upon the following terms:

1.   All provisions of and obligations to the parties specified by the Agreement
     are superseded as of the date of this termination agreement (the
     "Termination"), except as specified herein or in chat Registration Rights
     Agreement dated as of January 23, 2004).
2.   Entech will pay to Windstone, Wood Capital Associates ("Wood") and Torrey
     Hills Capital ("Torrey") an aggregate of 350,000 shares of Entech Common
     Stock (the "Settlement Stores"). This payment will constitute complete
     settlement for and result in discharge of all previous and potential future
     obligations of the Company to Windstone, Wood, and Torrey arising from the
     Agreement, except as specified below.
3.   Entech will grant to Windstone unlimited piggyback registration rights for
     the Settlement Shares.
4.   Terms as described herein will include all compensation under the Agreement
     that may be due Wood and Torrey under existing agreements between Windstone
     and Wood or Torrey. It is further agreed and acknowledged that Wood and
     Torrey are entitled to the following proportions of the total Settlement
     Shares:
     a.   45%  of  the  Settlement  Shares will be issued to (or as directed by)
          Wood
     b.   10%  of  the  Settlement  Shares will be issued to (or as directed by)
          Torrey.
5.   The  provisions  of  Section  E  ("Indemnity") of the Agreement do and will
     remain  in  effect  and  binding  upon  the  parties.
6.   Should  the  Company  fail  to meet the stipulations of this agreement, the
     original  Agreement  and all rights and obligations of the parties under it
     will be deemed not to have been terminated and be still and continuously in
     force.
7.   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


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Agreed and accepted by Entech:                 Agreed and accepted by Windstone:


                                               /s/  Steven R. Green
------------------------------                 ---------------------------------
William F. Greene                              Steven R. Green
Vice President                                 Senior Managing Director
Entech Environmental Technologies, Inc         Windstone Capital Partners, Inc.


------------------------------                 ---------------------------------
J. Kevin Wood                                  Clayton Chase
Wood Capital Associates                        Torrey Hills Capital


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