September 1, 2004
Xxxxxx X. Xxxxx
Senior Managing Director
Windstone Capitol Partners
0000 Xxxxx 00xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Re: Termination of Investment Banking Agreement
Dear Xxxxxx:
Per our recent discussions, Windstone Capital Partners, Inc. ("Windstone") and
Entech Environmental Technologies, Inc. ("Entech", defined to include its
personnel, affiliates and subsidiaries) hereby agree to terminate that
Investment Banking Agreement (the "Agreement") dated October 24, 2003 that had
been entered into by Entech's subsidiary company, Xxxxxxxx-Xxxxxxxx Development
Corporation, and Windstone, upon the following terms:
1. All provisions of and obligations to the parties specified by the Agreement
are superseded as of the date of this termination agreement (the
"Termination"), except as specified herein or in chat Registration Rights
Agreement dated as of January 23, 2004).
2. Entech will pay to Windstone, Wood Capital Associates ("Wood") and Torrey
Hills Capital ("Torrey") an aggregate of 350,000 shares of Entech Common
Stock (the "Settlement Stores"). This payment will constitute complete
settlement for and result in discharge of all previous and potential future
obligations of the Company to Windstone, Wood, and Torrey arising from the
Agreement, except as specified below.
3. Entech will grant to Windstone unlimited piggyback registration rights for
the Settlement Shares.
4. Terms as described herein will include all compensation under the Agreement
that may be due Wood and Torrey under existing agreements between Windstone
and Wood or Torrey. It is further agreed and acknowledged that Xxxx and
Xxxxxx are entitled to the following proportions of the total Settlement
Shares:
a. 45% of the Settlement Shares will be issued to (or as directed by)
Xxxx
x. 10% of the Settlement Shares will be issued to (or as directed by)
Torrey.
5. The provisions of Section E ("Indemnity") of the Agreement do and will
remain in effect and binding upon the parties.
6. Should the Company fail to meet the stipulations of this agreement, the
original Agreement and all rights and obligations of the parties under it
will be deemed not to have been terminated and be still and continuously in
force.
7. 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
Agreed and accepted by Entech: Xxxxxx and accepted by Xxxxxxxxx:
/s/ Xxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxx
Vice President Senior Managing Director
Entech Environmental Technologies, Inc Windstone Capital Partners, Inc.
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X. Xxxxx Xxxx Xxxxxxx Xxxxx
Xxxx Capital Associates Torrey Hills Capital
