ESCROW AGREEMENT

     THIS  AGREEMENT  is  made  this 29th day of September, 2004, by and between
                                     ----
ENTECH  ENVIRONMENTAL TECHNOLOGIES, INC., a Florida corporation (the "Company"),
ROBERT  K.  CHRISTIE  ("Christie"), and NORMAN T. REYNOLDS (the "Escrow Agent").

     WHEREAS, the company has delivered to Christie 1,000,000 shares of S8 Stock
and  1,833,333 shares of common stock all totaling 2,833,333 shares, pursuant to
the  Reorganization  agreement.

     WHEREAS,  the  Company  and  Christie  desire to provide for an escrow with
respect  to  certain shares of the Common Stock owned by Christie as provided in
the  Note  Purchase  Agreement;

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements,  the  parties  agree  as  follows:

     1.     Creation of Escrow.   Christie  shall  deliver  into escrow with the
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Escrow  Agent,  the receipt of which is hereby acknowledged by the Escrow Agent,
2,500,000 shares of the Company Common Stock (the "Escrowed Shares"). The escrow
created  hereunder  shall continue until December 31, 2004 or until such time as
the  Board  of  Directors of the Company has deemed in their sole discretion and
good  faith  judgment that Christie has cooperated fully with the Company in the
proceedings  to  liquidate  all  aspects  of  the  business  and  operations  of
Christie-Petersen  Development,  whichever  is  the  later.

     2.     Voting Rights. So long as Christie has fully complied with the terms
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of  this  Agreement,  Christie  shall have the right to vote all of the Escrowed
Shares,  and  the  Escrow Agent shall on demand execute and deliver an effective
proxy  or  proxies in favor of Christie, whenever demand is made upon the Escrow
Agent  for  such  proxy  or  proxies  by  Christie.

     3.     Duty of the Escrow Agent.  The  sole duty of the Escrow Agent, other
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than  as hereinafter specified, shall be to receive the Escrowed Shares and hold
them  subject  to  release,  in  accordance  with  this  Agreement.

     4.     Release of the Escrowed Shares and  Termination.  The  Escrow  Agent
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shall  release  the  Escrowed  Shares  upon  receipt  of written notice from the
Company  of  the  satisfaction  of  all of the terms of this Agreement. Upon the
complete  delivery  of  the  Escrowed  Shares by the Escrow Agent to Christie in
accordance  with  the distribution terms hereinabove set forth, the Escrow Agent
shall  be  relieved of all liabilities in connection with the Escrow Account and
this  Agreement  shall  terminate.

     5.     Liability of the Escrow Agent.   The  duties  of  the  Escrow  Agent
            -----------------------------
     hereunder  will  be limited to observance of the express provisions of this
Agreement.  Furthermore,  the  Escrow  Agent  is  not expected or required to be
familiar  with  the provisions of any other writing, understanding or agreement,
and shall not be charged with any responsibility or liability in connection with
the  observance  or  non-observance  of  the  provisions  of such other writing,
understanding or agreement, and no implied covenant of any type whatsoever shall
be  read  into  this  Agreement.  The  Escrow  Agent  may  rely and act upon any
instrument  received  by  it  pursuant  to  this  Agreement  which it reasonably
believes  to  be  in  conformity with the requirements of this Agreement and the
Escrow  Agent  shall  not  be  responsible  for  determining  the  genuineness,
authenticity  of  authority from any such instrument or the person signing same.
The  Escrow  Agent  will  not  be liable for any action taken or not taken by it
under the terms of this Agreement in the absence of fraud or gross negligence on
its  part.

     The  further  provisions  shall  govern  the  Escrow  Agent's  liabilities
hereunder:

          (a)   In  receiving the Escrowed Shares, the Escrow Agent acts only as
a depository and thereby assumes no responsibility, except pursuant to the terms
of this Agreement.

          (b)   The  Escrow  Agent  may act or refrain from acting in respect of
any  matter  covered by this Agreement in full reliance upon and with the advice
of  counsel  which  may  be  selected  by it, and shall be fully protected in so
acting  or  in  refraining  from  acting  upon  the  advice  of  such  counsel.
Furthermore, the Escrow Agent may rely and shall be protected in acting upon any
writing  that  may  be  submitted  to  it  in  connection  with  its  duties


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<PAGE>
hereunder  without  determining  the  genuineness, authenticity or due authority
from  any such writing or the person signing same and shall have no liability or
responsibility with respect to the form, content or validity thereof.

          (c)   The Escrow  Agent  shall have no responsibility or liability for
any  act  or  omission  on its part, notwithstanding any demand or notice to the
contrary  by  the Company or any other person or entity, all subject to the sole
limitation  that  the Escrow Agent exercises its best judgment. Except as herein
expressly  provided,  none of the provisions of this Agreement shall require the
Escrow  Agent  to  expend  or  risk  its  own funds or otherwise incur financial
liability  or  expense  in  the  performance  of  any  of  its duties hereunder.

          (d)  The Escrow Agent is hereby authorized to comply with and obey all
orders,  judgments,  decrees or writs entered or issued by any court, and in the
event  the  Escrow Agent obeys or complies with any such order, judgment, decree
or writ, in whole or in part, it shall not be liable to the Company and Christie
or  any  other  parties  to this Agreement, or to any other person or entity, by
reason  or such compliance, notwithstanding that it shall be determined that any
such  order,  judgment,  decree  or  writ  be entered without jurisdiction or be
invalid  for  any  reason  or  be  subsequently  reversed,  modified,  annulled,
satisfied  or  vacated.

          (e)   The  Escrow  Agent  shall not be required to institute or defend
any action or legal process involving any matter referred to herein which in any
manner affects its duties or liabilities hereunder to take any other action with
reference  to  the  Escrowed  Shares  not specifically agreed to herein, and the
Escrow  Agent shall not be responsible for any act or failure to act on its part
except  in  the  case  of  its  own  fraud  or  gross  negligence.

          (f)   Should  any  controversy  arise  between  the  Escrow Agent, the
Company,  or Christie or between any other person or entity with respect to this
Agreement,  or  with  respect  to  the  ownership of or the right to receive the
Escrowed  Shares,  the  Escrow Agent shall have the right to institute a plea of
interpleader  in  any court of competent jurisdiction to determine the rights of
the  parties.  Should a plea of interpleader be instituted, or should the Escrow
Agent  become  involved in litigation in any manner whatsoever connected with or
pertaining  to  this  Agreement or the Escrowed Shares, the Company and Christie
hereby  agree to pay the Escrow Agent, on demand, in addition to any charge made
hereunder for acting as Escrow Agent, reasonable attorneys' fees incurred by the
Escrow  Agent, and any other disbursements, expenses, losses, costs, and damages
in  connection  with  or  resulting  from  such  litigation.

     6.     Indemnification.   The  Company  and  Christie  hereby  agree  to
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indemnify  and  hold  the  Escrow  Agent  harmless  from and against any and all
claims, loses, liabilities, costs, damages, fees charges and expenses (including
attorneys'  fees)  which  the Escrow Agent may incur or sustain by reason of its
acting  as  Escrow Agent under this Agreement, unless same shall result from the
fraud  or  gross  negligence  of  the  Escrow  Agent.

     7.  Resignation. The Escrow Agent may resign as Escrow Agent at any time by
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giving  the  Company and Christie at least 10 days' prior written notice of such
resignation. If, on the effective date of such resignation, the Escrow Agent has
not  received  written  instructions of appointment of a successor Escrow Agent,
the Escrow Agent may thereupon deposit the Escrowed Shares and stock powers into
the  registry  of  a  court of competent jurisdiction. The parties hereto intend
that  a  substitute  Escrow Agent will be appointed to fulfill the duties of the
Escrow  Agent hereunder for the remaining term of this Agreement in the event of
the Escrow Agent's resignation, and the Company and Christie will use their best
efforts  to promptly appoint a substitute Escrow Agent who shall be bound by the
terms  and  provisions  of  this  Agreement.

     8.     Termination and Amendment.  This  Agreement  shall  remain in effect
            -------------------------
until the Escrowed Shares are released in accordance herewith; provided that any
Escrow  Agent hereunder who resigns in accordance with the terms hereof shall no
longer  be  bound  by this Agreement, but this Agreement shall remain in effect,
notwithstanding  such  resignation,  for  purposes of determining the rights and
duties  of the Company and Christie and any successor Escrow Agent. No amendment
or  modification  to this Agreement shall be in force or effect unless signed by
the  parties  hereto.

     9.     No Trusteeship.  The  Company  and  Christie  agree  that the Escrow
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Agent  is  acting  solely as an escrowee hereunder and not as a trustee and that
the  Escrow Agent has no fiduciary duties, obligations or liabilities under this
Agreement.

     10.     Attorneys' Fees.  In the  event that it should become necessary for
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any  party  entitled  hereunder  to  bring  suit against any other party to this
Agreement  for  a  breach  of  this  Agreement,  the parties hereby covenant and


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<PAGE>
agree  that  the party who is found to be in breach of this Agreement shall also
be  liable for all reasonable attorneys' fees and costs of court incurred by the
other  parties.

     11.  Benefit.  All  the  terms  and  provisions  of this Agreement shall be
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binding  upon  and  inure  to  the  benefit of and be enforceable by the parties
hereto,  and  their  respective  heirs,  executors,  administrators,  personal
representatives,  successors  and  permitted  assigns.

     12.     Notices.  All  notices, requests, demands, and other communications
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hereunder  shall be in writing and delivered personally or sent by registered or
certified  United States mail, return receipt requested with postage prepaid, by
facsimile,  or  by  e-mail, if to the Company, addressed to Mr. Burr Northrop at
309 East Commercial Street, Pomona, California 91767, telecopier (909) 865-1244,
and  e-mail  burr.northrop@hbcovey.com;  and  if  to  Christie, addressed to Mr.
Robert K. Christie at 8513 Rochester Avenue, Rancho Cucamonga, California 91730,
telecopier  (909)  477-3031,  and  e-mail  bob@cpidevelopment.com; and if to the
Escrow  Agent, addressed to Norman T. Reynolds, Esq. at 815 Walker Street, Suite
1250,  Houston,  Texas  77002,  telecopier  (713)  237-3202,  and  e-mail
nreynolds@gpm-law.com.  Any  party  may  change  its  address  for  purposes  of
receiving  notices  pursuant  to  this  Agreement  upon  10 days written notice.

     13.     Construction.  Words  of any gender used in this Agreement shall be
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held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.  In addition, the pronouns used in this Agreement shall be understood
and  construed  to  apply  whether  the  party  referred  to  is  an individual,
partnership,  joint  venture,  corporation or an individual or individuals doing
business  under  a  firm  or  trade name, and the masculine, feminine and neuter
pronouns  shall  each include the other and may be used interchangeably with the
same  meaning.

     14.     Waiver. No course of dealing on the part of any party hereto or its
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agents, or any failure or delay by any such party with respect to exercising any
right,  power  or privilege of such party under this Agreement or any instrument
referred  to herein shall operate as a waiver thereof, and any single or partial
exercise  of  any  such  right,  power or privilege shall not preclude any later
exercise  thereof  or  any  exercise  of  any  other  right,  power or privilege
hereunder  or  thereunder.

     15.     Cumulative Rights.    The  rights  and  remedies of any party under
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this  Agreement  and  the  instruments  executed or to be executed in connection
herewith,  or  any  of  them,  shall  be  cumulative and the exercise or partial
exercise  of  any  such  right  or remedy shall not preclude the exercise of any
other  right  or  remedy.

     16.     Invalidity.  In  the  event  any  one  or  more  of  the provisions
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contained  in  this  Agreement  shall,  for  any  reason, be held to be invalid,
illegal  or  unenforceable  in  any  respect,  such  invalidity,  illegality  or
unenforceability  shall not affect the other provisions of this Agreement or any
such  other  instrument.

     17.  Representations, Warranties and Agreements to Survive.  All  indemnity
          -----------------------------------------------------
agreements  set  forth  in  this  Agreement,  as  well  as  all representations,
warranties,  covenants  and  other  agreements set forth in this Agreement shall
remain  operative  and  in  full  force  and  effect  at the termination of this
Agreement,  and any successor of the parties shall be entitled to the benefit of
the  respective  representations,  warranties  and  agreements  made  herein.

     18.     Cumulative Rights.  The  rights  and  remedies  contained  in  this
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Agreement  shall  be cumulative and the exercise or partial exercise of any such
right  or  remedy  shall not preclude the exercise of any other right or remedy.

     19.     Headings.  The  headings used in this Agreement are for convenience
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and reference only and in no way define, limit, amplify or describe the scope or
intent  of  this  Agreement,  and  do  not  effect  or constitute a part of this
Agreement.

     20.     Excusable Delay.  The parties shall not be obligated to perform and
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shall  not  be  deemed  to  be  in  default  hereunder,  if the performance of a
non-monetary obligation required hereunder is prevented by the occurrence of any
of  the  following,  other  than as the result of the financial inability of the
party  obligated  to  perform: acts of God, strikes, lock-outs, other industrial
disturbances,  acts  of  a public enemy, war or war-like action (whether actual,
impending  or  expected  and  whether  de jure or de facto), acts of terrorists,
arrest  or  other  restraint  of  governmental  (civil  or military), blockades,
insurrections,  riots,  epidemics,  landslides,  lightning,  earthquakes, fires,


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<PAGE>
hurricanes,  storms,  floods,  washouts,  sink  holes,  civil  disturbances,
explosions,  breakage  or  accident  to  equipment or machinery, confiscation or
seizure  by  any  government of public authority, nuclear reaction or radiation,
radioactive contamination or other causes, whether of the kind herein enumerated
or  otherwise,  that are not reasonably within the control of the party claiming
the  right  to  delay  performance  on  account  of  such  occurrence.

     21.     No Third-Party Beneficiary.   Any  agreement  to  pay an amount and
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any  assumption  of  liability  contained in this Agreement, express or implied,
shall  be  only  for the benefit of the undersigned parties and their respective
successors  and assigns (as herein expressly permitted), and such agreements and
assumptions  shall  not inure to the benefit of the obligees or any other party,
whomsoever, it being the intention of the parties hereto that no one shall be or
be deemed to be a third-party beneficiary of this Agreement.

     22.     Time of the Essence.  Time is of the essence of this Agreement.
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     23.     Multiple Counterparts.   This  Agreement  may be executed in one or
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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.

     24.     Law Governing; Jurisdiction.  This  Agreement  shall be governed by
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and  construed  in accordance with the laws of the State of Texas without regard
to  any  conflicts  of  laws  provisions  thereof. Each party hereby irrevocably
submits to the personal jurisdiction of the United States District Court located
in  Houston,  Texas,  as well as of the District Courts of the State of Texas in
Houston, Texas over any suit, action or proceeding arising out of or relating to
this  Agreement.  Each  party  hereby  irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of  the  venue  of  any  such mediation, arbitration, suit, action or proceeding
brought  in  any such county and any claim that any such mediation, arbitration,
suit,  action  or  proceeding  brought  in  such  county  has been brought in an
inconvenient  forum.

     25.     Incorporation  by  Reference.    The  Note  Purchase  Agreement  or
             ----------------------------
any  of  the  Attachments referred to therein, constitute integral parts to this
Agreement and are incorporated into this Agreement by this reference.

     26.     Entire Agreement.    This instrument and the attachments hereto, as
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well as any collateral agreements relating to the subject matter hereto, contain
the  entire  understanding  of  the  parties  with respect to the subject matter
hereof  and  may  not  be  changed  orally, but only by an instrument in writing
signed  by  the  party  against  whom  enforcement  of  any  waiver,  change,
modification,  extension,  or  discharge  is  sought.

     IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed  in  multiple
counterparts  on  the  date  first  written  above.

     ENTECH ENVIRONMENTAL TECHNOLOGIES,

                                            By  /s/  Burr Northrop, President
                                              ----------------------------------
                                              Burr Northrop, President

                                            /s/  Robert K. Christie
                                            ------------------------------------
                                            ROBERT K. CHRISTIE


                                            ------------------------------------
                                            NORMAN T. REYNOLDS


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