NEITHER
        THE
        WARRANTS
        REPRESENTED BY THIS CERTIFICATE NOR
        THE SHARES OF COMMON STOCK TO
        BE ISSUED ON EXERCISE HEREOF HAVE BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933,  hAS AMENDED (THE
“1933
        ACT”),
        OR ANY STATE SECURITIES
        LAWS AND NEITHER THE WARRANT NOR THE SUCH SHARES NOR ANY INTEREST THEREIN
        MAY BE
        OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
        REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933
        ACT,
        OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
        ACT
        AND ANY APPLICABLE STATE SECURITIES LAWS
        AND THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE
        COMPANY AS TO SUCH EXEMPTION.


    


    IN
      ADDITION, A SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED AS
      OF
      FEBRUARY 25, 2008, AS AMENDED (THE “PURCHASE AGREEMENT”), A COPY OF WHICH MAY BE
      OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN
      ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS
      WARRANT.

    


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

    
      
        	
                 No.
                  A-1

              
	
                 ENTECH
                  ENVIRONMENTAL TECHNOLOGIES,
                  INC.

              
	
                 COMMON
                  STOCK PURCHASE WARRANT
                  “A”

              


      

    

     

    
      	 Number of Shares: 6,794,118	 	
              Holder: Barron Partners LP

              c/o Barron Capital Advisors LLC

            
	 Original Issue Date: February 25,
              2008	 	
              Managing
                Partner

            
	 	 	Attn:
              Andrew Barron Worden
              730
                Fifth Avenue, 25th Floor

            
	 Expiration Date: February 24,
              2013	 	New York NY 10019
	 	 	tel 212-359-0200
	 Exercise Price per Share:
              $3.00	 	fax
              212-359-0222


    

     


      ENTECH
        ENVIRONMENTAL TECHNOLOGIES, INC.,
        a
        Florida corporation (the “Company”),
        hereby certifies that, for value received, BARRON
        PARTNERS LP,
        or
        registered assigns (the “Warrant
        Holder”),
        is
        entitled, subject to the terms set forth below, to purchase from the Company
        up
        to six
        million seven hundred ninety four thousand one hundred eighteen (6,794,118)
        shares (as
        adjusted from time to time as provided in Section 7 of this Warrant, the
        “Warrant
        Shares”)
        of
        common stock, $0.001par value (the “Common
        Stock”),
        of
        the Company at a price of three dollars ($3.00) per Warrant Share (as adjusted
        from time to time as provided in Section 7, the “Exercise
        Price”),
        at
        any time and from time to time from the date of the effectiveness of the
        Reverse
        Split as defined in the Certificate of Designation of Series B Convertible
        Preferred Stock and after the date thereof and through and including 5:00
        p.m.
        New York City time on February
        24, 2013
        (the
“Expiration
        Date”),
        and
        subject to the following terms and conditions (Capitalized terms used but
        not
        otherwise defined herein shall have the meanings ascribed to such terms in
        the
        Purchase Agreement):


     

    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 any 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
        (that
        is
        an “accredited investor,” as defined under Regulation D promulgated under the
        1933 Act (an “Accredited Investor”),
        which
        has been identified to and approved by the Company (such approval not to
        be
        unreasonably withheld or delayed)) 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 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 (as defined below) 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 warrants 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
        other
        than those incurred by the Holder.
        The
        Company further warrants and agrees that during the Exercise
        Period,
        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 federal
        and state securities laws,
        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 13. 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
        13, 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,
by
        wire
        transfer
        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
        during
        the Exercise Period
        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
        subject to
        Section
        5(e) and
        Section
        6, 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
      the
      trading day 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 may
        not
make
        a
        Cashless Exercise (i)
        during the twelve (12) months following the Original Issue Date and (ii)
        thereafter if the resale of the Warrant Shares by the Holder of the Warrant
        Shares is covered by
        an
        effective registration statement.


     


      6. Maximum
        Exercise.
        The
        Warrant Holder shall not be entitled to exercise this Warrant
        on a Date of Exercise 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 Warrant Holder and its affiliates on the
        Date
        of Exercise,
        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 the Date
        of
        Exercise,
        which
        would result in beneficial ownership by the Warrant Holder and its affiliates
        of
        more than 4.9% of the outstanding shares of Common Stock on such date. This
        Section 6 may be waived or amended
        only
        with the consent of the Holder and the consent of holders of a majority of
        the
        shares of outstanding Common Stock of the Company who are not Affiliates.
        For
        the purposes of the immediately preceding sentence, the term “Affiliate” shall
        mean any person: (a) that directly, or indirectly through one or more
        intermediaries, controls, or is controlled by, or is under common control
        with,
        the Company; or (b) who beneficially owns (i) any shares of the Company’s Series
        A Convertible Preferred Stock, or (ii) this Warrant..
        As used
        in this Warrant, beneficial ownership shall be determined in accordance with
        Section 13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange
        Act”),
        and
        Regulation 13d-3 thereunder. 


     

    7. 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 therefor, are subject to
      adjustment upon the occurrence of any of the following events which shall have
      occurred or which shall occur at any time on or after the Closing Date, and
      all
      such adjustments shall be cumulative:

     

    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    

     


      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, stock
        distribution, combination
        of shares,
        reverse
        split,
        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). 

     

    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 Secretary of the Company, setting forth such adjustment
      or
      readjustment and showing in reasonable detail the facts upon which such
      adjustment or readjustment is based.

     

    8. Sales
      of Common Stock at less than the Exercise Price. From
      the
      date hereof until such time as the Investors hold no Securities except for
      (i)
      Exempt Issuances, (ii) issuances
      covered by Sections 7(a) hereof or (iii) an issuance of Common Stock upon
      exercise or upon conversion of warrants, options or other convertible securities
      for which an adjustment has already been made pursuant to this Section
      7,
      as to
      all of which this Section does not apply, if the Company closes on the sale
      or
      issuance of Common Stock at a price, or warrants, options, convertible debt
      or
      equity securities with an exercise price per share or a conversion price (
      such
      sales price, conversion or exercise price, as the case may be, being referred
      to
      as the “Lower Price") which is less than

     

    
      	 	
              (i)

            	
              $1.20,
                the Exercise Price shall be adjusted concurrently with such issue
                or sale,
                to the Lower Price. 

            


    

     

    
      	 	
              (ii)

            	
              $2.00,
                but higher than $1.20 , the Exercise Price Shall be adjusted according
                to
                the following formula:

            


    

     

    


     

    EP(1)
      =
      EP(1) x ((A+B) /(A+C))

     

    EP(2)
      =
      the Warrant Exercise Price immediately after the adjustment;

    


    For
      purposes of the foregoing formula:

    


    EP(1)
      =
      Exercise Price immediately prior to the adjustment;

    


    A
      = the
      total number of shares of Common Stock outstanding immediately prior to the
      issuance of such additional shares, including the exercise or conversion of
      all
      options, warrants and other convertible securities. 

    


    B
      = the
      number of shares of Common Stock which the aggregate consideration received
      or
      receivable for the issuance of such additional shares would purchase at the
      Exercise Price immediately prior to the adjustment;

    


    C
      = the
      number of such additional shares to be issued.

    


    Such
      adjustment shall be made successively whenever such an issuance is made.
      Notwithstanding the foregoing adjustments no exception for Exempt Issuances
      will
      made if such Exempt Issuances exceed 5% of the outstanding shares of Common
      Stock for every two year period or if such Exempt Issuances are employee /
      consultant options only and exceed 7.5% of the outstanding shares of Common
      Stock for every two year period.

    


    9. 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.

     


      10. Sale
        or Merger of the Company.
        Upon
        a
Change
        in
        Control
        (as
        defined below),
        the
        restriction contained in Section 6 shall immediately be released and the
        Warrant
        Holder will have the right to exercise this Warrant concurrently with such
        Change
        in
        Control event.
        For
        purposes of this Warrant, the term “Change
        in
        Control”
shall
        mean a consolidation or merger of the Company with or into
        another company or entity in which the Company is not the surviving entity
        or
        the sale of all or substantially all of the assets of the Company to another
        company or entity not controlled by the then existing stockholders of the
        Company in
        a
        transaction or series of transactions


     

    11. Notice
      of Intent
      to Sell or Merge the Company.
      The
      Company will give Warrant Holder ten (10) business days notice in the
event
      of
      a sale of all or substantially all of the assets of the Company or the merger
      or
      consolidation of the Company in a transaction in which the Company is not the
      surviving entity.

     

    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    

     


      12. Issuance
        of Substitute Warrant.
        In the
        event of a merger, consolidation, recapitalization or reorganization of the
        Company or a reclassification of Company shares of stock, which results in
        an
        adjustment to the number of shares subject to this Warrant and/or the Exercise
        Price hereunder, the Company agrees to issue to the Warrant Holder a substitute
        Warrant reflecting the adjusted number of shares and/or Exercise Price upon
        the
        surrender of this Warrant to the Company. 


     

    
      
        13.
          Mandatory
          Exercise. 

      

    

     

    
      	 	
              i.

            	
              The
                Company shall have the right at any time, on written notice (the
                “Mandatory
                Exercise Notice”)
                given not less than thirty five (35) trading days prior to the Mandatory
                Exercise Date (as defined below), to require that the Warrant Holder
                exercise this Warrant in whole or in part, provided (i) the Company
                shall
                have achieved its Pre-Tax Income 2007 Target Number, (ii) the volume
                weighted average price of one share of Common Stock on the OTC Bulletin
                Board or such other securities exchange on which the Common Stock
                is then
                traded or included for quotation (the “Market
                Price”)
                shall equal or exceed the “Target
                Price”
                for twenty five (25) consecutive trading days ending on the Notice
                Date,
                and the “Trading Volume” shall equal or exceed the “Target Volume” on each
                trading day in the twenty five (25) trading days in the period ending
                on
                the Notice Date . Notice of Mandatory Exercise provided hereunder
                shall be
                mailed by first class mail, postage prepaid or overnight courier,
                and sent
                by telecopier or e-mail, and shall be deemed given on the date of
                receipt
                of the notice by the Holder (the “Notice
                Date”).
                Upon receipt of the Mandatory
                Exercise
                Notice, the Holder must (i) exercise this Warrant within thirty five
                (35)
                days; or (ii) notify the Company of its intent to transfer this Warrant
                pursuant to Section 4 of this Warrant. In the event Holder elects
                to
                transfer this Warrant pursuant to Section 4 of this Warrant, then
                the
                subsequent holder of this Warrant must exercise this Warrant on or
                before
                the thirty-fifth (35) day after notification of intent to transfer
                this
                Warrant. 

            


    

     

    
      	 	
              ii.

            	
              As
                used in this Section 13, the following terms shall have the meanings
                set
                forth below:

            


    

     

    
      	 	
              1.

            	
              “Mandatory
                Exercise Date”
                shall mean the date on or prior to which the Warrant is to be exercised
                as
                set forth in the Mandatory Exercise Notice from the Company to the
                Holder
                of the Warrant, as the same may be extended pursuant to Section 13(b)(ii)
                of this Warrant.

            


    

     

    
      	 	
              2.

            	
              “Target
                Price”
                shall mean two hundred percent (200%) of the Exercise
                Price.

            


    

     

    
      	 	
              3.

            	
              “Pre-Tax
                Income” and “2007 Target Number”
                shall the meaning defined by section 6.16 of the Securities Purchase
                Agreement. 

            


    

     

    
      	 	
              4.

            	
              “Trading
                Volume” shall mean the trading volume of the Common Stock (as reported by
                Bloomberg L.P. or the Nasdaq Stock Market or the New York or American
                Stock Exchange, as the case may
                be).

            


    

     

    
      	 	
              5.

            	
              “Target
                Volume” shall mean one hundred fifty thousand (150,000) shares and shall
                not be adjusted with Reverse Split

            


    

     

     

    
      	 	
              b.

            	
              Notwithstanding
                any other provision of this Section
                13:

            


    

     

    
      	 	
              i.

            	
              The
                Company may only mandate the Holder of the Warrant to exercise this
                Warrant pursuant to Section 13(a)(i) of this Warrant if a registration
                statement covering the sale by the Holder of the Warrant Shares of
                Common
                Stock issuable upon exercise of this Warrant is current and effective
                for
                the 25 trading days prior to the Notice Date and the right of the
                Company
                to mandate exercise only applies with respect to the Warrant Shares
                included in such registration
                statement.

            


    

     

    
      	 	
              ii.

            	
              In
                the event that, at any time subsequent to the Notice Date and before
                the
                Mandatory Exercise Date, the resale of the Warrant Shares are not
                covered
                by a current and effective registration statement, the Company’s right to
                mandate the exercise of the Warrant shall terminate with respect
                to all
                Warrants that have not then been exercised or converted. Nothing
                in the
                preceding sentence shall be construed to prohibit or restrict the
                Company
                from thereafter calling the Warrants for exercise in the manner provided
                for, and subject to the provisions of, this Section 13.
                

            


    

     

    
      	 	
              iv.

            	
              In
                the event that the exercise by the Company of its right of redemption
                pursuant to this Section 13 would result in a violation of the 4.9%
                Limitation, the Company shall not have the right to redeem the Holders’
                Warrants to the extent that the exercise of the Warrants as to which
                the
                redemption notice is given would result in such a
                violation.

            


    

     

    
      	 	
              c.

            	
              The
                Mandatory Exercise Notice shall specify (i) the number of Warrant
                Shares
                with respect to which this Warrant is to be exercise if less than
                all of
                the Warrant Shares are to be purchased in exercising the Warrant,
                (ii) the
                exercise date (the “Mandatory
                Exercise Date”),
                and (iii) the place where the Warrant shall be delivered and the
                Exercise
                Price shall be paid. No failure to mail such notice nor any defect
                therein
                or in the mailing thereof shall affect the validity of the proceedings
                for
                the Company’s right to mandate exercise of the Warrant by the Holder
                except as to a Holder (x) to whom notice was not mailed or (y) whose
                notice was defective. An affidavit of the Chief Financial Officer
                of the
                Company that notice of redemption has been mailed shall, in the absence
                of
                fraud, be prima facie evidence of the facts stated therein.
                

            


    

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              d.

            	
              Upon
                receipt of the Mandatory Exercise Notice, the Holder of the Warrant
                shall
                exercise the Warrant to purchase such number of shares of Common
                Stock on
                or prior to the Mandatory Exercise Date in accordance with the Mandatory
                Exercise Notice and Sections 5 and 13(b)(iv) of this
                Warrant.

            


    

     

    
      	 	
              e.

            	
              The
                Company may, at its sole discretion, elect to terminate any right
                to
                exercise or convert the Warrant to the extent that the Warrant was
                called
                by the Company for exercise but had not been exercised by the Holder
                in
                accordance with the Mandatory Exercise Notice at 5:30 p.m. (New York
                City
                time) on the day following the Mandatory Exercise Date. After such
                time,
                Holders of the Warrants shall have no further rights under the Warrant.
                

            


    

     


      14. 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:

     


      c/o
        Shaanxi Tianren Food Company, Ltd. 


    Attn:
      Mr.
      Yongke Xue, Chief Executive Officer 

    A-4/F
      Tongxinge, Xietong Building, No.12,

    Gaoxin
      2nd Road, Hi&Tech Zone, 

    Xi'an,
      Shaanxi,710065 

    Email:
      xyk666@163.com 

    Fax:
      011-86-29-88386656-86

    


    


    with
      a
      copy to,
      which
      copy shall not constitute a notice:

    


    Guzov
      Ofsink, LLC 

    600
      Madison

    New
      York,
      New York 10022

    Attention:
      Darren Ofsink

    E-mail:
      dofsink@golawintl.com

    Fax:
      (212) 688-7273

     


      If
        to
        the Warrant Holder:


    



      Barron
        Partners LP


    Barron
      Capital Advisors LLC, 

    Managing
      Partner

    Attn:
      Andrew Barron Worden

    730
      Fifth
      Avenue, 9th Floor

    New
      York
      NY 10019

    Fax;
      212-359-0222

     

    
      
        15.
          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 by a writing 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 enforceability 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 stockholder of the Company, either at law or equity, and the rights
      of the Warrant Holder are limited to those expressed in this
      Warrant.

     

    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	 
	 Date:
              February 25, 2008	ENTECH
              ENVIORNMENTAL TECHNOLOGIES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Joseph I. Emas  
	 	
              
Name:
              Joseph I. Emas  
	 	Title:
              Director 


    

     

    
 

     

     

     

    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

    


    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 ENVIORNMENTAL 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”), $.001 par value, of ENTECH ENVIORNMENTAL
      TECHNOLOGIES, INC. and encloses the warrant and $____ 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

                


        

         

      

    

    
       

      
        
          
          

        

        
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            -