February
      6, 2008

    


    Tri-State
      Title & Escrow

    8381
      OLD
      COURTHOUSE ROAD #140

    VIENNA
      ,
      VA 22182

    Attention
      of Johnnie Zarecor

    


    Re:
      Escrow
      Agreement

    


    Gentlemen:

    


    This
      agreement will set forth the terms pursuant to which Barron Partners, L.P.
      (“Barron Partners”) will deposit into escrow with you (the “Escrow Agent”) the
      sum of Three Million three hundred thousand dollars ($3,300,000) and EOS
      Holdings, LLC (“EOS”, together with Barron, the “Investors”) will deposit into
      escrow with you (the “Escrow Agent”) the sum of one hundred thousand dollars
      ($100,000) for disbursement in connection with a financing for Shaanxi Tianren
      Organic Food Company, Ltd. pursuant to a proposed securities purchase agreement
      (the “Purchase Agreement”). The escrow deposit, together with accrued interest,
      is referred to as the “Escrow Fund.”

    


    1. The
      Escrow Agent agrees to hold the Escrow Fund in an escrow account with the
      interest payable to Barron Partners, on and subject to the terms of this Escrow
      Agreement. The parties acknowledge that except for this Agreement, the Escrow
      Agent is not and will not be a party to any agreement between Barron Partners
      and the Company, including a Series B Convertible Preferred Stock Purchase
      Agreement by and between Entech Environmental Technologies, Inc. (the “Purchase
      Agreement”) and the Investors, and that, as of the date of this Escrow
      Agreement, the Purchase Agreement has not been finalized or signed. 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. Barron
      Partners and EOS agree that each will instruct the Escrow Agent to release
      from
      the Escrow Fund, the sum of $3,300,000 and $100,000 respectively in accordance
      with the joint written instructions from the Company, Barron Partners and EOS
      if
      the following conditions shall have been satisfied to Barron Partners’
satisfaction prior to or contemporaneously with the funding.

     

    (a) The
      Company and Barron Partners and EOS shall have executed the Purchase Agreement
      in a form acceptable to all parties.

     

    (b) Barron
      Partners shall be satisfied that all of the conditions to closing under the
      Purchase Agreement have been satisfied or waived.

     

    (c) Per
      section 6.25 of the Preferred Stock Purchase Agreement, the Company must retain
      $100,000 with the Escrow Agent to be utilized in approximately equal quarterly
      installments for public relations and investor relations firms.

     

    (d)
       Per
      Section 5.10 of the Preferred Stock Purchase Agreement, at closing the Escrow
      Agent shall disperse to the Investor Seventy-Five Thousand Dollars ($75,000.00)
      for due diligence expenses.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. At
      such time as Barron Partners shall be satisfied that the conditions set forth
      in
      Section 2 of this Agreement have been satisfied or waived, Barron Partners
      and
      EOS shall notify the Escrow Agent by fax or e-mail to such effect and the Escrow
      Agent shall wire the sum of $3,400,000 as provided in Section 2 of this
      Agreement. Any portion of the Escrow Fund in excess of $3,400,000 shall be
      transferred to Barron Partners. Notwithstanding the foregoing, until the
      execution of the Purchase Agreement, Barron Partners may request that $3,300,000
      of the Escrow Funds be paid to Barron Partners and EOS may request that $100,000
      of the Escrow Funds be paid to EOS, in which event the Escrow Agent shall
      immediately instruct the escrow bank to wire $3,300,000 of the Escrow Funds
      to
      Barron Partners and $100,000 of the Escrow Funds to EOS and shall notify the
      Company to such effect.

     

    4. If
      the Escrow Agent shall not have received the notice provided by Section 3 of
      this Agreement by the close of business on February 29, 2008, or such later
      date
      as Barron Partners shall advise the Escrow agent, then the Escrow Agent shall,
      upon receipt of notice from Barron Partners, pay $3,300,000 of the Escrow Funds
      to Barron Partners and $100,000 of the Escrow Funds to EOS.

     

    5. In
      the event that the Escrow Agent shall be uncertain as to its obligations with
      respect to the Escrow Fund, 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 Escrow Fund until the Escrow
      Agent shall have written instructions from Barron Partners as to the disposition
      of $3,300,000 of the Escrow Fund and from EOS as to the disposition of $100,000
      of the escrow fund 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 Escrow Fund into any court
      of competent jurisdiction, 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.
      

     

    6. This
      Agreement shall terminate upon a distribution of all of the Escrow Fund pursuant
      to Section 3 or 4 this Agreement or upon a payment of the Escrow Fund into
      court.

     

    7. The
      Company, Barron Partners and EOS 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;
      provided however, that this Section 7 shall only apply to the Company if the
      Purchase Agreement is executed prior to the release of the Escrow Funds in
      accordance with Section 4 of this Agreement. 

     

    8. Documentation
      Fee: The
      Company shall pay a documentation and closing fee to the Escrow Agent of $
      2,000.00 out of the Escrow Funds at the closing of the Purchase Agreement,
      and
      Barron Partners shall separately pay a documentation and closing fee to the
      Escrow Agent of $ 2,000.00.

     

    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.

     

    
      
        
        

      

      
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    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 Escrow Agreement shall be delivered by the Escrow Agent to
      such
      person as may be designated in writing by the joint instructions of the Company
      and Barron Partners, 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 property 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 Escrow Fund into a court of competent jurisdiction as provided
      in
      Section 5 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.


     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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                Very
                  truly yours,

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                Signature

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Address:

              	
                 

              	
                BARRON
                  PARTNERS, L.P.

              
	
                730
                  5th
                  Ave. , 25th
                  Floor

              	
                 

              	
                 

              	
                 

              
	
                New
                  York , NY 10019

              	
                 

              	
                 

              	
                 

              
	
                            
                  

              	
                 

              	
                By:
                  

              	
                BARRON
                  CAPITAL ADVISORS LLC

              
	
                 

              	
                 

              	
                 

              	 	
                Managing
                  Partner

              
	
                Phone

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                212-359-0201

              	
                                 
                  

              	
                 

              	
                By: 

              	
                /s/
                  Andrew Barron Worden   

              
	
                 

              	
                 

              	
                 

              	 	
                Andrew
                  Barron Worden, CEO

              
	
                Fax:
                  646-607-2223

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Address:

              	
                 

              	
                 

              	
              
	
                2560
                  Highvale Dr.

              	
                 

              	
                
                  EOS
                    HOLDINGS LLC

                

              
	
                Las
                  Vegas, NV 89134

              	
                 

              	
                 

              	
                 

              
	
                              
                  

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                By:    

              	
                /s/
                  Jon Carnes 

              
	
                Phone

              	
                 

              	
                 

              	 	
                Jon
                  Carnes

              
	
                                
                  

              	
                 

              	 	
                President

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Fax:

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Address:

              	
                 

              	
                Company:
                  SHAANXI TIANREN ORGANIC FOOD COMPANY, LTD.

              
	
                          
                  

              	
                 

              	
                 

              	
                 

              
	
                           
                  

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                By:
                  

              	
                /s/
                  Yongke Xue

              
	
                Phone:

              	
                 

              	
                 

              	
                Name:    

              	
                Yongke
                  Xue 

              
	
                          
                  

              	
                 

              	
                Title:
                  

              	
                Director

              
	 	 	 	 	 


      

      
        	
                Fax:
                  

              	
                           
                  

              	
                 

              	
                 

              	
                 

              


      

      
        	
                Address:

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                360
                  Main St., Suite 100

              	
                 

              	
                AGREED
                  TO AND ACCEPTED:

              
	
                Washington,
                  VA 22747

              	
                 

              	 	
                 

              
	
                          
                  

              	
                 

              	
                TRI-STATE
                  TITLE & ESCROW, LLC

              
	
                         
                  

              	
                 

              	
                 

              	
                 

              
	
                             
                  

              	
                 

              	
                By: 

              	
                /s/
                  Guy W. Turner 

              
	
                 

              	
                 

              	
                 

              	 	
                Guy
                  W. Turner

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Phone:
                  540-675-2155

              	
                 

              	
                 

              	
                 

              
	
                Fax: 540-675-3155

              	
                               
                  

              	
                 

              	
                 

              	
                 

              


      

    

     

    
      
        
        

      

      
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