Exhibit B
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is made as of 21st day
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of September, 2004, by and between ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., a
Florida corporation ("Entech") and STONEGATE SECURITIES.
WHEREAS, Stonegate Securities has provided certain investment banking
services to Entech; and
WHEREAS, the parties to this Agreement desire to settle all amounts owed by
Entech to Stonegate Securities in connection with investment banking services
provided by Stonegate Securities to Entech up to and through August 30, 2004;
NOW, THEREFORE, in satisfaction of any and all disputes and claims owing up
to and through August 30, 2004, and in consideration of the release contained
herein, the parties hereto agree as follows:
1. Payment. Entech will pay two thousand five hundred dollars ($2,500)
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in cash and issue seventy five thousand ($75,000) shares of the Entech common
stock to Stonegate Securities for services performed by it to Entech up to and
through August 30, 2004. The shares to be issued to Stonegate Securities will be
issued pursuant to a registration statement on From S-8, as soon as Entech is
current in all of its reporting obligations under the Securities Exchange Act of
1934, as amended.
2. Release. In consideration of the payment of the cash and the
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issuance of the shares as set forth in Paragraph 1 of this Agreement, Stonegate
Securities, for itself and its successor and assigns, will be deemed to have
remised, released and forever discharged, and by these presents does, for itself
and its successors and assigns, remise, release, and forever discharge Entech
and its successors and assigns, of and from all manner of action and actions,
causes of action, suits, debts and dues, claims and demands whatsoever, in law
or in equity, which against Entech, Stonegate Securities ever had, now has, or
which it and its successors and assigns hereafter can, shall or may have, for,
upon or by reason of the investment banking services rendered by Stonegate
Securities up to and through August 30, 2004.
3. Governing Law. This Agreement shall be governed by and interpreted
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in accordance with the laws of the State of California.
4. Entire Agreement. This Agreement sets forth the entire agreement
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between the parties with regard to the subject matter hereof. No other
agreements, covenants, representations or warranties, expressed or implied, oral
or written, have been made by either party to the other with respect to the
subject matter of this Agreement. All prior and contemporaneous conversations,
negotiations, possible and alleged agreements and representations, covenants and
warranties with respect to the subject matter hereof are waived, merged herein
and superseded hereby.
5. Modification and Revocation. This Agreement may not be modified or
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revoked except by a written instrument executed by all parties to this
Agreement.
6. Signatories. All signatories to this Agreement represent that they
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are duly authorized and have full power to enter into this Agreement.
7. Additional Acts. All parties shall execute and deliver all
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documents and perform all further acts that may be reasonably necessary and
useful to effectuate the purposes and provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the date first appearing above.
ENTECH ENVIRONMENTAL
TECHNOLOGIES, INC.
By: /s/ Xxxx Xxxxxxxx
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Title: President
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STONEGATE SECURITIES
By: /s/ X.X. Xxxxxxxx
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Title: Partner
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