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EXHIBIT 4.5

                          REGISTRATION RIGHTS AGREEMENT

         THIS AGREEMENT is entered into as of January 23, 2004, by and between
ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., a Florida corporation (the "Company"),
and DIANE C. BURGE (the "Holder").

         WHEREAS, on even date herewith, for value received, the Holder received
warrants (the "Warrants") to purchase 40,000 shares of the common stock of the
Company, par value $0.001 per share (the "Common Stock"); and

         WHEREAS, the shares of the Common Stock issuable upon the exercise of
the Warrants and any other securities issued or issuable at any time or from
time to time in respect of the Common Stock as a result of a merger,
consolidation, reorganization, stock split, stock dividend, recapitalization or
other similar event involving the Company are hereinafter referred to as the
"Registrable Securities";

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

          1. PIGGYBACK REGISTRATION RIGHTS AVAILABLE. Provided that the
Registrable Securities have not been registered, if at any time after the date
hereof but before the third anniversary of the date hereof, the Company proposes
to register any of its securities under the Securities Act of 1933, as amended
(the "Securities Act"), other than by a registration in connection with an
acquisition in a manner which would not permit registration of the 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 on an underwritten basis (either
"best-efforts" or "firm-commitment"), then, the Company will each such time give
prompt written notice to the Holder of its intention to do so and of the
Holder's rights under this Agreement. Upon the written request of the Holder
made within 10 days after the receipt of any such notice (which request shall
specify the Registrable Securities intended to be disposed of by the Holder 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 Securities Act of the Registrable Securities, to the
extent requisite to permit the disposition (in accordance with the intended
methods thereof as aforesaid) of the Registrable Securities so to be registered,
by inclusion of the Registrable Securities in a registration statement filed by
the Company on Form S-1, SB-2, or S-3, or some other similar form pursuant to
the Securities Act to register the securities which the Company proposes to
register (the "Registration Statement"), 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 the Holder and, thereupon:

              (a) 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); and

              (b) 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.

         2. PAYMENT OF REGISTRATION EXPENSES. The Company will pay all
Registration Expenses in connection with each registration of Registrable
Securities requested pursuant to this Agreement. The right provided the Holder
pursuant to this Agreement shall be exercisable at its sole discretion.

         3. PRIORITY IN INCIDENTAL REGISTRATIONS. If the managing underwriter of
the underwritten offering contemplated by this Agreement shall inform the
Company and the Holder 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:

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              (a) First, securities proposed by the Company to be sold for its
own account; and

              (b) Second, Registrable Securities and securities of other selling
security holders requested to be included in such registration pro rata on the
basis of the number of shares of such securities so proposed to be sold and so
requested to be included; provided, however, the Holder shall have pro rata
rights of registration with all shares sought to be included by officers and
directors of the Company as well as holders of 10 percent or more of the Common
Stock.

         4. REGISTRATION PROCEDURES. If and whenever the Company is required to
affect the registration of any Registrable Securities under the Securities Act
as provided in herein, the Company shall, as expeditiously as possible:

              (a) Prepare and file with the Securities and Exchange Commission
(the "SEC") the Registration Statement, or amendments thereto, to effect such
registration (including such audited financial statements as may be required by
the Securities Act or the rules and regulations promulgated thereunder) and
thereafter use its commercially reasonable best efforts to cause the
Registration Statement to be declared effective by the SEC, as soon as
practicable; provided, however, that before filing the Registration Statement or
any amendments thereto, the Company will furnish to the counsel selected by the
Holder, copies of all such documents proposed to be filed;

              (b) Furnish to the Holder such number of conformed copies of the
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 the Registration Statement (including each preliminary prospectus
and any summary prospectus) and any other prospectus filed under Rule 424 under
the Securities Act, in conformity with the requirements of the Securities Act,
and such other documents, as the Holder and underwriter, if any, may reasonably
request in order to facilitate the public sale or other disposition of the
Registrable Securities owned by the Holder;

              (c) Use its commercially reasonable best efforts to register or
qualify all Registrable Securities and other securities covered by the
Registration Statement under such other securities laws or blue sky laws as the
Holder shall reasonably request, to keep such registrations or qualifications in
effect for so long as the Registration Statement remains in effect, and take any
other action which may be reasonably necessary to enable the Holder to
consummate the disposition in such jurisdictions of the securities owned by the
Holder, 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 subparagraph be obligated
to be so qualified or to consent to general service of process in any such
jurisdiction;

              (d) Use its commercially reasonable best efforts to cause all
Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the Holder to consummate the disposition of such Registrable
Securities;

              (e) Furnish to the Holder a signed counterpart, addressed to the
Holder, and the underwriters, if any, of an opinion of counsel for the Company,
dated the effective date of the 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 the Holder 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;

              (f) Notify the Holder and its counsel promptly and confirm such
advice in writing promptly after the Company has knowledge thereof:

                   (i) 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;

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

                   (iii) 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

                   (iv) 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;

              (g) Notify each holder of the Registrable Securities covered by
the Registration Statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, upon discovery that, or upon
the happening of any event as a result of which, the prospectus included in the
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 the Holder promptly prepare
and furnish to the Holder a reasonable number of copies of a supplement to or an
amendment of such 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;

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

              (i) 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 12 months, but not more than 18
months, beginning with the first full calendar month after the effective date of
the Registration Statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

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

              (k) Use its commercially reasonable best efforts to list all of
the Registrable Securities covered by the Registration Statement on any
securities exchange on which any of the Registrable Securities are then listed.

         5. INFORMATION TO BE FURNISHED BY THE HOLDER. The Company may require
the Holder of the Registrable Securities as to which any registration is being
affected to furnish the Company such information regarding the Holder and the
distribution of such securities as the Company may from time to time reasonably
request in writing.

         6. DISCONTINUANCE OF DISPOSITION OF THE REGISTRABLE SECURITIES. The
Holder agrees that, upon receipt of any notice from the Company of the
occurrence of any event of the kind described in Paragraph 4(g) hereof, the
Holder will forthwith discontinue the Holder's disposition of the Registrable
Securities pursuant to the Registration Statement relating to such Registrable
Securities until the Holder's receipt of the copies of the supplemented or
amended prospectus contemplated by Paragraph 4(g) 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 the Holder's possession of the
prospectus relating to such Registrable Securities current at the time of
receipt of such notice.

         7. INCIDENTAL UNDERWRITTEN OFFERINGS. If the Company at any time
proposes to register any of its securities under the Securities Act as
contemplated by this Agreement and such securities are to be distributed by or
through one or more underwriters, the Company will, if requested by the Holder,

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use its commercially reasonable best efforts to arrange for such underwriters to
include all the Registrable Securities to be offered and sold by the Holder
among the securities to be distributed by such underwriters.

         8. HOLDBACK AGREEMENTS. Subject to such other reasonable requirements
as may be imposed by the underwriter as a condition of inclusion of the
Registrable Securities in the Registration Statement, the Holder agrees by
acquisition of the Registrable Securities, if so required by the managing
underwriter, not to sell, make any short sale of, loan, grant any option for the
purchase of, effect any public sale or distribution of or otherwise dispose of,
except as part of such underwritten registration, any equity securities of the
Company, during such reasonable period of time requested by the underwriter;
provided however:

              (a) The secondary offering is intended to raise a minimum of
$8,000,000 on behalf of the Company and

              (b) Such period shall not exceed the 90 day period commencing with
the completion of an underwritten offering.

         The Company agrees and acknowledges that during any holdback period,
the Holder may sell, in the holdback period, Registrable Securities in the
amount of up to one percent per week of the shares of the Common Stock held by
the Holder as long as this Agreement remains effective.

         9. PARTICIPATION IN UNDERWRITTEN OFFERINGS. The Holder may not
participate in any underwritten offering under this Agreement unless the Holder:

              (a) Agrees to sell its securities on the basis provided in any
underwriting arrangements approved, subject to the terms and conditions hereof,
by the Holder; and

              (b) 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 the Holder 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
the Holder expressly for use in the related Registration Statement or
representations, warranties or agreements regarding the Holder, the Holder and
the Holder's intended method of distribution and any other representation
required by law.

         10. PREPARATION; REASONABLE INVESTIGATION. In connection with the
preparation and filing of each Registration Statement under the Securities Act
pursuant to this Agreement, the Company will give the Holder and its counsel and
accountants, the opportunity to participate in the preparation of the
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 the Holder's and such underwriters' respective counsel, to
conduct a reasonable investigation within the meaning of the Securities Act.

         11. INDEMNIFICATION BY THE COMPANY. In the event of any registration of
any securities of the Company under the Securities Act, the Company will, and
hereby does agree to indemnify and hold harmless the Holder, its directors and
officers, each other Person ("Person" means an individual, partnership, firm,
limited liability company, trust, joint venture, association, corporation, or
any other legal entity) who participates as an underwriter in the offering or
sale of such securities and each other Person, if any, who controls the Holder
or any such underwriter within the meaning of the Securities Act against any
losses, claims, damages or liabilities, joint or several, to which the Holder or
any such director or officer or underwriter or controlling person may become
subject under the Securities 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
Securities Act, any preliminary prospectus, final prospectus or summary

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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 the 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 the 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 the 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 the
Registrable Securities or to any other Person, if any, who controls such
underwriter within the meaning of the Securities 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 Securities 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 the
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 the Holder or any such director, officer, underwriter or
controlling person and shall survive the transfer of such securities by the
Holder.

         12. INDEMNIFICATION BY THE HOLDER. The Company may require, as a
condition to including any of the Registrable Securities in any Registration
Statement filed pursuant to this Agreement, that the Company shall have received
an undertaking satisfactory to it from the Holder, to indemnify and hold
harmless (in the same manner and to the same extent as set forth in Paragraph 11
hereof) 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 Securities Act, with respect to any statement or alleged statement in or
omission or alleged omission from the 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 the Holder specifically stating that it is for use in the preparation of the
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 the Holder.

         13. 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 Paragraph 11 and Paragraph 12 hereof, 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
Paragraph 11 and Paragraph 12 hereof, 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.

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         14. OTHER INDEMNIFICATION. Indemnification similar to that specified in
Paragraph 11 and Paragraph 12 hereof (with appropriate modifications) shall be
given by the Company and the Holder (but only if and to the extent required
pursuant to the terms hereof) 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 Securities Act.

         15. INDEMNIFICATION PAYMENTS. The indemnification required by Paragraph
11 and Paragraph 12 hereof 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.

         16. CONTRIBUTION. If the indemnification provided for in Paragraph 11
and Paragraph 12 hereof 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:

              (a) In such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Holder or underwriter,
as the case may be, on the other from the distribution of the Registrable
Securities; or

              (b) If the allocation provided by clause (a) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (a) above but also the relative
fault of the Company on the one hand and of the Holder 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 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
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 or by the underwriter and the parties'
relative intent, knowledge, access to information supplied by the Company, by
the Holder 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 hereof, and in no
event shall the obligation of any indemnifying party to contribute under this
Paragraph 16 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.

         The Company and the Holder agree that it would not be just and
equitable if contribution pursuant to this Paragraph 16 were determined by pro
rata allocation (even if the Holder 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.

         17. LIMITATION ON CONTRIBUTIONS. Notwithstanding the provisions of
Paragraph 16, the Holder and an underwriter shall not be required to contribute
any amount in excess of the amount by which (a) in the case of the Holder, the
net proceeds received by the Holder from the sale of Registrable Securities, or
(b) 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 the 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 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

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         18. RULE 144. The Company shall timely file the reports required to be
filed by it under the Securities Act and the Securities Exchange Act of 1934, as
amended (including but not limited to the reports under Sections 13 and 15(d) of
the Securities Exchange Act of 1934 referred to in subparagraph (c) of Rule 144
adopted by the SEC under the Securities 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 the Holder, make publicly available other
information) and will take such further action as the Holder may reasonably
request, all to the extent required from time to time to enable the Holder to
sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by (a) Rule 144 under the Securities
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 the Holder, the
Company will deliver to the Holder a written statement as to whether it has
complied with the requirements of this Paragraph.

         19. 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 percent or more of the shares of (a) the
Registrable Securities issued at such time, plus (b) the Registrable Securities
issuable upon exercise or conversion of the securities of the Company 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 Paragraph, whether or not such Registrable
Securities shall have been marked to indicate such consent.

         20. NOMINEES FOR BENEFICIAL OWNERS. In the event that any of the
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 the Registrable Securities pursuant to this Agreement or
any determination of any number of percentage of shares of the Registrable
Securities held by a holder or holders of the 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.

         21. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given (a) on the date they are
delivered if delivered in person; (b) on the date initially received if
delivered by facsimile transmission followed by registered or certified mail
confirmation; (c) on the date delivered by an overnight courier service; or (d)
on the third business day after it is mailed by registered or certified mail,
return receipt requested with postage and other fees prepaid, if to the Company
addressed to Mr. Steven D. Rosenthal at 8513 Rochester Avenue, Rancho Cucamonga,
California 91730, and if to the Holder addressed to the Holder at the address
specified on the signature page hereof. Any party hereto may change its address
upon 10 days' written notice to any other party hereto.

         22. 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 benefit of the parties hereto other than the Company
shall also be for the benefit of and enforceable by any subsequent holder of any
of the Registrable Securities.

         23. 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.

         24. LAW GOVERNING; JURISDICTION. This Agreement shall be governed by
and construed in accordance with the laws of the State of California, without
regard to any conflicts of laws provisions thereof. Each party hereby
irrevocably submits to the personal jurisdiction of the United States District
Court for the Central District of California, as well as of the Superior Courts
of the State of California in Riverside County, California 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.

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         25. 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.

         26. 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.

         27. 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.

         28. 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.

         29. 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 supersedes all prior agreements and understandings
relating to such subject matter.

            IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.

                                 ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.




                                 By
                                    --------------------------------------------
                                    Steven D. Rosenthal, Chief Executive Officer


                                 HOLDER:






                                 -----------------------------------------------
                                 Signature


                                 -----------------------------------------------
                                 Printed Name

                                 -----------------------------------------------
                                 Street Address or P.O. Box

                                 -----------------------------------------------
                                 City, State, and Zip Code

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