MODIFICATION OF PRIVATE PLACEMENT MEMORANDUM NO. 2
                           AND SUBSCRIPTION AGREEMENT

     THIS  AGREEMENT  is  made  this  ___ 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 March ___, 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
               -------------

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

     1.     Modification  of Purchase Terms.  Notwithstanding anything contained
            -------------------------------
to  the  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.

     2.     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, expenses,
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.

     3.     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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     4.     Attorneys'  Fees.  In  the event that it should become necessary for
            ----------------
any  party  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.

     5.     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.

     6.     Benefit.  All  the  terms  and provisions of this Agreement shall be
            -------
binding  upon  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.

     7.     Construction.  Words  of  any gender used in this Agreement shall be
            ------------
held and 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.

     8.     Waiver.  No course of dealing on the part of any party hereto or its
            ------
agents, or 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.

     9.     Cumulative  Rights.  The rights and remedies of any party under this
            ------------------
Agreement and 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.

     10.     Invalidity.  In  the  event  any  one  or  more  of  the provisions
             ----------
contained  in  this  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.

     11.     Cumulative  Rights.  The  rights  and  remedies  contained  in this
             ------------------
Agreement  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.

     12.     Headings.  The  headings used in this Agreement are for convenience
             --------
and reference 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.

     13.     No Third-Party Beneficiary.  Any agreement to pay an amount and any
             --------------------------
assumption  of  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>
     14.     Multiple  Counterparts.  This  Agreement  may be executed in one or
             ----------------------
more  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.

     15.     Entire  Agreement.  This  instrument and the attachments hereto, as
             -----------------
well as any 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


                                        3
<PAGE>
                                                                    ATTACHMENT A

              SUBSCRIBERS TO THE PRIVATE PLACEMENT


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


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