February
      25, 2008

     

    Tri-State
      Title & Escrow, LLC

    360
      Main
      Street

    P.O.
      Box
      391 

    Washington,
      VA 22747

    (800)
      984-2155 

    Attention:
      Johnnie L. Zarecor

     

    Re:
      Make
      Good Escrow Agreement

    


    Gentlemen:

    


    This
      agreement will set forth the terms pursuant to which Entech
      Environmental Technologies, Inc., a Florida corporation
      (the “Company”),
      will deposit into escrow with you (the “Escrow
      Agent”)
      2,000,000 shares of Series B Preferred Stock, which are the shares defined
      as
      the Make Good Escrow Stock in that certain securities purchase agreement (the
      “Purchase
      Agreement”),
      dated February 25, 2008 among the Company, Barron Partners L.P. (“Barron
      Partners”)
      and the other investors named therein. Barron Partners and the Company shall
      be
      collectively called “Interested
      Parties”.

    


    1. The
      Escrow Agent agrees to hold the Make Good Escrow Stock on and subject to the
      terms of this Agreement. The parties acknowledge that the Escrow Agent is not
      and will not be a party to the Purchase Agreement. The Escrow Agent has and
      will
      have no obligations under the Purchase Agreement, and the Escrow Agent’s only
      obligations are those expressly set forth in this Escrow Agreement.

     

    2. The
      Make Good Escrow Stock will be issued in the name of Tri-State
      Title & Escrow, LLC,
      as escrow agent. The Make Good Escrow Stock shall not have any voting rights
      while they are held by the Escrow Agent pursuant to this Agreement.


     

    3. Section
      6.16 of the Purchase Agreement provides for the transfer of some or all of
      the
      Preferred Shares to the Investors named in the Purchase Agreement. If the Escrow
      Agent receives the joint written notice from Barron Partners, on behalf of
      the
      Investors, and the Company as to the disposition of any or all of the Make
      Good
      Escrow Stock, the Escrow Agent shall distribute the Make Good Escrow Stock
      in
      accordance with the joint written instructions. 

     

    4. If
      the Escrow Agent receives written instructions signed by either but not both
      of
      Barron Partners and the Company, the Escrow Agent shall, within five (5)
      business days from its receipt of such instructions, send a copy of such
      instructions to the other party by overnight courier service which provides
      evidence of delivery. If, by the close of business on the fifteenth
      (15th)
      business day after delivery of the instructions to the other party, the Escrow
      Agent shall not have received notice from any of the other Interested Parties
      either disputing the instructions or otherwise instructing the Escrow Agent
      to
      take action inconsistent with the original instructions, the Escrow Agent shall
      distribute the Make Good Escrow Stock in accordance with the instructions
      initially received by it.

     

    5. If
      the Escrow Agent shall have received notice from the other Party by the close
      of
      business on the fifteenth (15th)
      business day after delivery of the instructions disputing or conflicting with
      the initial instructions, the Escrow Agent shall retain the Make Good Escrow
      Stock until it shall have received either (a) joint written instructions from
      the Company and Barron Partners or (b) a court order, final beyond right of
      review, as to the disposition of the Escrow Property, in which event the Escrow
      Agent shall distribution the Make Good Escrow Stock in accordance with such
      instructions or court order.

     

    6. In
      the event that the Escrow Agent shall be uncertain as to its obligations with
      respect to the Make Good Escrow Stock, or shall receive instructions, claims
      or
      demands which, in the Escrow Agent’s opinion, are in conflict with each other or
      with any of the provisions of this Agreement, the Escrow Agent shall refrain
      from taking any action other than to keep safely all Make Good Escrow Stock
      until the Escrow Agent shall have written instructions from all Interested
      Parties as to the disposition of Make Good Escrow Stock or until the Escrow
      Agent is directed by a final judgment of a court of competent jurisdiction
      final
      beyond right of review. In addition, in such circumstances, the Escrow Agent
      may
      deposit the Make Good Escrow Stock into court, there to abide a decision of
      the
      court. In this connection, each of the parties consents to the exclusive
      jurisdiction of the federal and state courts located in the City, County and
      State of New York. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7. This
      Agreement shall terminate upon a distribution of all of the Make Good Escrow
      Stock pursuant to Section 3, 4, 5 or 6 of this Agreement.

     

    8. The
      Interested Parties shall jointly and severally (i) reimburse the Escrow Agent
      for all reasonable expenses incurred by the Escrow Agent in connection with
      its
      duties hereunder and (ii) indemnify
      and hold harmless the Escrow Agent against any and all losses, claims,
      liabilities, costs, payments and expenses, including
      reasonable legal fees for counsel who may be selected by the Escrow Agent,
      which
      may be imposed upon or incurred by the Escrow Agent hereunder, except as a
      result of the gross negligence or willful misconduct of the Escrow
      Agent.

     

    9. The
      Escrow Agent shall have no duties or responsibilities except those expressly
      set
      forth in this Agreement. The Escrow Agent shall have no liability under, or
      duty
      to inquire into the terms and provisions of, any agreement between the parties,
      including the Purchase Agreement. No person, firm or corporation will be
      recognized by the Escrow Agent as a successor or assignee of any party until
      there shall be presented to the Escrow Agent evidence satisfactory to it of
      such
      succession or assignment. The Escrow Agent may rely upon any instrument in
      writing believed in good faith by it to be genuine and sufficient and properly
      presented and shall not be liable or responsible for any action taken or omitted
      in accordance with the provisions thereof. The Escrow Agent shall not be liable
      or responsible for any act it may do or omit to do in connection with the
      performance of its duties as Escrow Agent, except for its gross negligence
      or
      willful misconduct. The Escrow Agent may consult with counsel, including
      partners or associates of and attorneys who are of counsel to the Escrow Agent,
      and shall be fully protected with respect to any action taken or omitted by
      it
      in good faith on written advice of counsel.

     

    10. The
      Escrow Agent may at any time resign hereunder by giving written notice of its
      resignation to the other parties hereto, at their addresses set forth below,
      at
      least twenty (20) business days prior to the date specified for such resignation
      to take effect. If the Escrow Agent shall resign, and upon the effective date
      of
      the resignation of the Escrow Agent, all property then held by the Escrow Agent
      pursuant to this Agreement shall be delivered by the Escrow Agent to such person
      as may be designated in writing by the joint instructions of the Interested
      Parties, whereupon all such Escrow Agent’s obligations hereunder shall cease and
      terminate. If no such person shall have been designated by such date, all of
      the
      Escrow Agent’s obligations hereunder shall, nevertheless, cease and terminate.
      The Escrow Agent’s sole responsibility thereafter shall be to keep safely all
      Make Good Escrow Stock then held by the Escrow Agent and to deliver the same
      to
      a person jointly designated as provided in this Agreement or, if the parties
      shall have failed to designate a successor escrow agent, the Escrow Agent may
      deposit the Make Good Escrow Stock into a court of competent jurisdiction as
      provided in Section 6 of this Agreement.

     

    11. Any
      notice, request, demand and other communication hereunder shall be in writing
      and shall be deemed to have been duly given if delivered by facsimile or e-mail
      (if receipt is confirmed by the recipient) or sent by messenger or overnight
      courier service which provides evidence of delivery or by certified or
      registered mail, return receipt requested, postage
      prepaid, and shall be deemed given when delivered, if to the Company or Barron
      Partners at their addresses set forth on the signature page of this Agreement.
      If any party refuses to accept delivery (other than notice given by telecopier),
      notice shall be deemed to have been given on the date of attempted delivery.
      Any
      party may, by like notice, change the person, address or telecopier number
      to
      which notice should be sent. 

     

    12. This
      Agreement shall in all respects be construed and interpreted in accordance
      with,
      and the rights of the parties shall be governed by, the laws of the State of
      New
      York applicable to contracts executed and to be performed wholly within such
      State. Each party hereby (a) consents to the exclusive jurisdiction of the
      United States district court for the Southern District of New York and Supreme
      Court of the State of New York in the County of New York in any action relating
      to or arising out of this Agreement, (b) agrees that any process in any action
      commenced in such court under this Agreement may be served upon either (i)
      by
      certified or registered mail, return receipt requested, or by messenger or
      courier service which obtains evidence of delivery, with the same full force
      and
      effect as if personally served upon him in New York City or (ii) by any other
      method of service permitted by law and (c) waives any claim that the
      jurisdiction of any such tribunal is not a convenient forum for any such action
      and any defense or lack of in personam jurisdiction with respect
      thereto.

     

    13. Section
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of this Agreement.


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    14. This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective heirs, executors, personal representatives, successors
      and
      assigns; provided, that any assignment of this Agreement or their rights
      hereunder by any party hereto without the written consent of the other parties
      shall be void. Nothing in this Agreement is intended to confer upon any other
      person any rights or remedies under or by reason of this Agreement.


     

    15. This
      Agreement may be executed and delivered in counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. 

     

    16. No
      modification, waiver or discharge of any provisions of this Agreement shall
      bind
      any party unless it is in writing, specifically refers to this Agreement and
      is
      signed by or on behalf of the party to be bound or affected
      thereby.

     

    17. The
      Company agrees to pay Escrow Agent a flat fee of $1,500 for the services
      hereunder.

     

    [Signatures
      on following page]

    

      
        
          
          

        

        
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                Very
                  truly yours,

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                Address

              	
                 

              	
                Signature

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                c/o
                  Barron Capital Advisors LLC

              	
                 

              	
                BARRON
                  PARTNERS, L.P.

              
	
                Managing
                  Partner

              	
                 

              	
                 

              	
                 

              
	
                Attn:
                  Andrew Barron Worden

              	
                 

              	
                 

              	
                 

              
	
                730
                  Fifth Avenue, 9th Floor

              	
                 

              	
                By:
                  

              	
                BARRON
                  CAPITAL ADVISORS LLC

              
	
                New
                  York NY 10019

              	
                 

              	 	
                Managing
                  Partner

              
	
                fax:
                  (212) 359-0222

              	
                 

              	
                 

              	
                 

              
	
                e-mail:
                  abw@barronpartners.com

              	
                 

              	
                By:

              	
                /s/
                  Andrew Barron Worden 

              
	 	
                 

              	 	
                Andrew
                  Barron Worden, CEO

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                EOS
                  HOLDINGS

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                By:

              	
                /s/
                  Jon Carnes    

              
	
                 

              	
                 

              	 	
                Jon
                  Carnes

              
	
                 

              	
                 

              	 	
                President

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                Entech
                  Environmental Technologies, Inc.

              	
                 

              	
                Entech
                  Environmental Technologies, Inc., 

              
	
                c/o
                  Shaanxi Tianren Food Company, Ltd. 

              	
                 

              	
                 

              	
                 

              
	
                [Name
                  and Title of Contact Person] 

              	
                 

              	
                By:
                  

              	
                /s/
                  Joseph I. Emas 

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

              	
                 

              	
                Name:
                  

              	
                Joseph
                  I. Emas

              
	
                Gaoxin
                  2nd Road, Hi&Tech Zone, 

              	
                 

              	
                Title:
                  

              	
                Director

              
	
                Xi'an,
                  Shaanxi, 710065 

              	
                 

              	
                 

              	
                 

              
	
                [Email]

              	
                 

              	
                 

              	
                 

              
	
                [Fax]

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                AGREED
                  TO AND ACCEPTED:

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                Tri-State
                  Title & Escrow, LLC

              	
                 

              	
                Tri-State
                  Title & Escrow, LLC

              
	
                360
                  Main Street

              	
                 

              	
                 

              	
                 

              
	
                P.O.
                  Box 391 

              	
                 

              	
                By:

              	
                /s/
                  Guy W. Turner 

              
	
                Washington,
                  VA 22747

              	
                 

              	 	
                Guy
                  W. Turner

              
	
                Tel:
                  (800) 984-2155

              	
                 

              	
                 

              	
                 

              
	
                Fax: (540)
                  675-3155

              	
                 

              	
                 

              	
                 

              
	
                e-mail
                  escrow@tristatetitle.net

              	
                 

              	
                 

              	
                 

              


      

    

     

    
      
        
        

      

      
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