MODIFICATION OF PRIVATE PLACEMENT MEMORANDUM NO. 1
                           AND SUBSCRIPTION AGREEMENT

     THIS  AGREEMENT  is  made  this 30th day of September, 2004, by and between
                                     ----
ENTECH  ENVIRONMENTAL  TECHNOLOGIES, INC., a Florida corporation (the "Company")
and  those  persons  who  are signatories hereto (individually an "Investor" and
collectively  the  "Investors").

     WHEREAS,  the  Company offered to the Investors shares of its Common Stock,
pursuant  to  that certain Private Placement Memorandum dated January____ , 2004
(the  "Private  Placement  Memorandum");  and

     WHEREAS,  pursuant  to  a  Subscription  Agreement described in the Private
Placement  Memorandum,  certain  persons purchased shares of the Common Stock as
described  on  Attachment  A  hereto;  and
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     WHEREAS,  the  Private  Placement Memorandum and the Subscription Agreement
are  incorporated  herein  by  reference  for  all purposes, and all capitalized
terms  herein  shall  have  the same meaning as defined in the Private Placement
Memorandum  and  the  Subscription  Agreement;  and

     WHEREAS,  the  Company  and the Investors desire to modify the terms of the
Private  Placement  Memorandum  and  the  Subscription  Agreement;

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

Modification  of  Purchase  Terms.  Notwithstanding  anything  contained  to the
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contrary  contained  in  the  Private  Placement  Memorandum or the Subscription
Agreement,  in  addition  to  each  share  of  the Common Stock purchased by the
Investors,  the  Investors  who  execute  this  Agreement,  for  no  additional
consideration  other  than  the  consideration  described  herein, shall receive
one-half share of the Common Stock for every share of the Common Stock purchased
by  the  Investors.

Release  of  the Company. From and after the date of execution of this Agreement
-------------------------
by  the  Investors, and in consideration for the agreement by the Company to the
terms  and  conditions  of  this  Agreement,  plus  other  good  and  valuable
consideration,  inclusive  of all attorneys' fees, interest, costs and expenses,
the receipt and sufficiency of which are hereby acknowledged, each Investor, and
each  of his heirs, executors, personal representatives, successors and assigns,
agents,  consultants,  attorneys,  and third party entities acting in his behalf
(collectively  identified and referred to herein as the "Releasing Parties"), do
hereby  forever  Release,  Acquit, Relinquish and Forever Discharge the Company,
and  its personal representatives, successors and assigns, affiliates or agents,
employees,  attorneys, consultants, shareholders, officers, directors, and other
legal  representatives,  and  insurers  (collectively identified and referred to
herein  as  the  "Released  Parties")  of and from any and all causes of action,
claims,  demands, suits, liabilities, costs, expense, liens, security interests,
losses,  damages,  and  attorneys'  fees,  past,  present  and  future, known or
unknown,  fixed  or  contingent,  liquidated  or  unliquidated,  of  any  nature
whatsoever  arising  out of or to arise out of, resulting from or to result from
any  event or agreement before the date of this Agreement relating or pertaining
to  the  Private  Placement  Memorandum  or the Subscription Agreement, or which
might  have  been asserted or could have been asserted by or on behalf of any of
the  Releasing  Parties  against  any of the Released Parties, including but not
limited  to  any  claims,  causes of action or theories of liability or recovery
based  on  contract,  tort,  intentional  tort,  negligence,  gross  negligence,
negligence per se, failure to warn, breach of fiduciary or special relationship,
fraud,  malice,  alter  ego,  property  damage, punitive damages, past or future
medical  expenses,  physical  pain  and  suffering,  mental  anguish,  emotional
distress,  lost  wages, disfigurement, impairment, lost consortium, or any other
personal  injury  or  property damage claims of any nature whatsoever, including
attorneys'  fees  and  interest  thereon.

Ratification and Republication. Except as amended by this Agreement, the Company
--------------------------------
and  each  of  the  Investors,  who  execute this Agreement do hereby ratify and
republish  the  Subscription  Agreement.


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<PAGE>
Attorneys'  Fees.  In  the  event  that it should become necessary for any party
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entitled hereunder to bring suit against any other party to this Agreement for a
breach  of  this Agreement, the parties hereby covenant and agree that the party
who  is  found  to  be  in breach of this Agreement shall also be liable for all
reasonable  attorneys'  fees  and  costs of court incurred by the other parties.

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.

Benefit.  All  the  terms and provisions of this Agreement shall be binding upon
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and  inure to the benefit of and be enforceable by the parties hereto, and their
respective  heirs,  executors,  administrators,  personal  representatives,
successors and permitted assigns. Notwithstanding anything here contained to the
contrary,  this  Agreement  shall  be binding on each Investor who executes this
Agreement, even though all of the Investors do not execute a counterpart of this
Agreement.

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

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

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

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

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

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

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


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<PAGE>
Multiple  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
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counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall constitute one and the same instrument. A facsimile transmission
of  this  signed  Agreement  shall  be  legal and binding on all parties hereto.

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

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


                                      ENTECH  ENVIRONMENTAL  TECHNOLOGIES,  INC.



                                      By
                                        ----------------------------------------
                                        Burr  Northrop,  Co-President



                                      ------------------------------------------
                                      Signature  of  the  Investor


                                      ------------------------------------------
                                      Printed  Name  of  the  Investor


                                      ------------------------------------------
                                      Address  of  the  Investor


                                      ------------------------------------------
                                      Telephone  Number  of  the  Investor


                                      ------------------------------------------
                                      E-mail  Address  of  the  Investor


                                      ------------------------------------------
                                      Number  of  Additional  Shares  to  be
                                      Received  by  the  Investor


                                        4
<PAGE>
                                                                    ATTACHMENT A

              SUBSCRIBERS TO THE PRIVATE PLACEMENT


|-----------------------------------------------------------|
|           NAME             |  NUMBER OF SHARES PURCHASED  |
|-----------------------------------------------------------|
|                            |                              |
|-----------------------------------------------------------|
|                            |                              |
|-----------------------------------------------------------|
|                            |                              |
|-----------------------------------------------------------|
|                            |                              |
|-----------------------------------------------------------|
|                            |                              |
|-----------------------------------------------------------|
|                            |                              |
|-----------------------------------------------------------|
|                            |                              |
|-----------------------------------------------------------|
|                            |                              |
|-----------------------------------------------------------|


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<PAGE>