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
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 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, cost