ENERTECK CORP (Form: 8-K, Received: 12/12/2005 16:26:07)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 6, 2005

ENERTECK CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number 0-31981

Delaware		47-0929885
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

10701 Corporate Drive, Suite 150 Stafford, Texas		77477
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 240-1787

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 6, 2005, EnerTeck Corporation (the “Company”) entered into a Redemption Agreement (the “Redemption Agreement”) with Parrish B. Ketchmark, a former officer and director of the Company (“Ketchmark”), and Parrish Brian Partners, Inc., a company owned and/or controlled by Ketchmark (“Partners”), pursuant to which (i) Ketchmark agreed to and on that date returned to the Company 500,000 shares of common stock previously issued to him, and (ii) Partners agreed to and on that date returned to the Company 500,000 warrants to acquire 500,000 shares of common stock previously issued to it by the Company. Pursuant to the Redemption Agreement, the Company has agreed that upon the raising of equity financing of at $1 million, the Company will cause certain loans made by certain third parties (which included Ketchmark and Partners) in the aggregate principal of approximately $71,000 to be repaid in full. Other than the agreement to repay the foregoing loans, no cash consideration has been or will be paid by the Company to Ketchmark and Partners in connection with the redemption of the aforesaid shares and warrants.

On December 8, 2005, the Company entered into a Securities Purchase Agreement (the “BATL Agreement”) with BATL Bioenergy LLC (“BATL”), an unrelated third party, pursuant to which the Company agreed to issue and sell to BATL, for the aggregate purchase price of $3,000,000 (the “Purchase Price”), (i) 2,450,000 shares (the “BATL Shares”) of the common stock of the Company, and (ii) a warrant (the “BATL Warrant”) expiring in five (5) years to purchase an additional 1,000,000 shares of common stock at an exercise price of $2.00 per share. In accordance with the terms of the BATL Agreement, BATL is entitled to nominate one director to the Board of Directors of the Company. On December 9, 2005 (the “BATL Closing Date”), the transactions contemplated by the BATL Agreement were completed with the Purchase Price being paid and the BATL Shares and BATL Warrant being issued.

In accordance with the terms on the BATL Agreement, the Company has agreed that the proceeds of the Purchase Price shall be used as follows: (i) $1,000,000 to complete the purchase of RubyCat Technology, LLC (the proposed acquisition of which was previously reported in the Company’s Form 8-K filed with the Commission on October 24, 2005) (the “RubyCat Transaction”); (ii) no more than $340,000 to repay certain outstanding debt of the Company and its subsidiary; and (iii) the balance for working capital purposes. The Company has granted BATL an irrevocable, unconditional right, exercisable on one occasion only for a period of 90 days following the earlier to occur of (i) the termination of any definitive agreement or letter of intent in respect of the RubyCat Transaction, and (ii) if the Ruby Cat Transaction shall not yet have been consummated, 90 days following the BATL Closing Date, to sell to the Company up to 816,667 shares of common stock at a per share purchase price of $1.2245 per share.

In connection with the BATL Agreement, the Company and BATL entered into a Registration Rights Agreement dated as of December 8, 2005, whereby the Company has agreed to prepare and file with the Commission not later than the 60th day (the “Filing Date”) after the BATL Closing Date a Registration Statement covering the resale of all of the BATL Shares and the shares of common stock underlying the BATL Warrant. The Company has agreed to use its best efforts to cause the Registration Statement to be declared effective as promptly as possible after the filing thereof, but in any event prior to the 240 ^th day after the Filing Date (such day referred to as the “Effective Date”); provided that, if the Registration Statement is not filed by the Filing Date or declared effective by the Effective Date (each a “Penalty Event”) then the Company shall issue a five-year warrant (“Penalty Warrant”) to BATL to acquire another 49,000 shares of common stock, at an exercise price equal to the exercise price of the BATL Warrant, per each 30-day period following the Penalty Event that the Registration Statement has not been filed and/or that the Effective Date has not occurred.

Item 3.02 Unregistered Sale of Equity Securities.

On December 6, 2005, the Board of Directors of the Company authorized the return and immediate reissuance of an aggregate of 2,750,000 shares of common stock to the following founding shareholders of EnerTeck Chemical Corp., the Company’s wholly-owned subsidiary: Dwaine Reese - 2,325,000 shares; Tom Himsel - 100,000 shares; Gary Aman - 225,000 shares; and Ken Jackson - 100,000 shares. Mr. Reese is the Company’s Chief Executive Officer and a director of the Company and Mr. Aman is a director of the Company. In March 2004, such shareholders had delivered 3,000,000 shares to the Company for cancellation as part of a corporate reorganization and restructuring.

On December 8, 2005, the Company agreed to reissue the 500,000 warrants, which had been redeemed from Parrish Brian Partners, Inc. pursuant to the Redemption Agreement described in Item 1.01 above, to Richard Rankin for services rendered. As a result, on December 8, 2005, Mr. Rankin was issued a five-year warrant to purchase 500,000 shares of common stock at an exercise price of $1.00 per share.

See Item 1.01 above for information on the issuance of the BATL Shares and BATL Warrant which occurred on December 9, 2005.

All of such securities were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 thereunder.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

See Item 1.01 above for information on the issuance of the BATL Shares and the BATL Warrant. In accordance with the BATL Agreement, BATL is entitled to nominate one director to the Board of Directors of the Company. On December 9, 2005, Thomas Donino, President of BATL, was appointed by the Board of Directors of the Company to serve on the Board. Mr. Donino has not been appointed to serve on any of the Board’s committees as of the date hereof. The BATL Agreement provides that for so long as BATL shall beneficially own in excess of 10% of the outstanding shares of the common stock of the Company, BATL shall be entitled to nominate one director to the Board of Directors of the Company. There are no other arrangements or understanding between Mr. Donino and any other persons pursuant to which Mr. Donino was selected as a director. Except with respect to the transactions contemplated by the BATL Agreement, there have been no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $60,000 and in which Mr. Donino had, or will have, a direct or indirect material interest.

Item 9.01 Financial Statements and Exhibits.

List below the financial statements, pro forma financial information and exhibits, if any, filed as part of this report.

Exhibits:

4.1

Registration Rights Agreement dated December 8, 2005 between the Company and BATL Bioenergy LLC

4.2

Warrant to purchase 1,000,000 shares issued to BATL Bioenergy LLC

10.1

Redemption Agreement dated December 6, 2005 between the Company and Parrish B. Ketchmark and Parrish Brian Partners, Inc.

10.2

Securities Purchase Agreement dated December 8, 2005 between the Company and BATL Bioenergy LLC

99.1

Press release dated December 9, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ENERTECK CORPORATION (Registrant)

Date: December 12, 2005	By:	/s/ Dwaine Reese
		Name: Dwaine Reese
		Title: Chairman of the Board and Chief Executive Officer

EX-4.1

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 8th day of December, 2005 by and between ENERTECK CORPORATION, a Delaware corporation (the “Company”), and BATL BIOENERGY LLC, a Delaware limited liability company (the “Purchaser”).

W I T N E S S E T H

WHEREAS , pursuant to a Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “ Purchase Agreement ”), the Company has agreed to issue and sell to the Purchaser an aggregate of 2,450,000 shares (the “ BATL Shares ”) of common stock of the Company, $.001 par value (“ Common Stock ”), and a warrant (the “ Warrant ”) to purchase 1,000,000 shares of the Company’s Common Stock (the “ Warrant Shares ”, and together with the BATL Shares, the “ Shares ”).

WHEREAS , to induce the Purchaser to execute and deliver the Purchase Agreement, the Company has agreed to provide to the Purchaser and its permitted assigns certain registration rights under the Securities Act of 1933, as amended (the “ Securities Act ”), and applicable state securities laws; and

WHEREAS , this Agreement, together with the Purchase Agreement and the Warrants, are hereinafter collectively referred to as the “ Transaction Documents ”.

NOW THEREFORE , in consideration of the foregoing and other good and valuable consideration, the parties hereto agree as follows:

1. Definitions.

As used in this Agreement, the following terms shall have the following meanings:

(a)	“ Claims ” shall have the meaning ascribed to it in Section 6(a).

(b)	“ Excess Liability ” shall have the meaning ascribed to it in Section 6(e).

(c)	" Holder " or “ Holders ” mean a holder or holders of Registrable Securities.

(d)	“ Indemnified Person ” shall have the meaning ascribed to it in Section 6(a).

(e)

“ Registrable Securities ” shall mean (i) the Shares, (ii) the shares of Common Stock or other securities issued or issuable to the Purchaser or its permitted transferee or designee (a) upon exercise of the Warrant, or (b) upon any distribution with respect to, any exchange for or any replacement of such Warrant, or (c) upon any conversion, exercise or exchange of any securities issued in connection with any such distribution, exchange or replacement; (iii) securities issued or issuable upon any stock split, stock dividend, recapitalization or similar event with respect to such shares of Common Stock; and (iv) any other security issued as a dividend or other distribution with respect to, in exchange for, or in replacement of, the securities referred to in the preceding clauses.

(f)	“ Registration Period ” shall have the meaning ascribed to it in Section 2(ii).

(g)	“ Registration Statement ” means a registration statement or registration statements of the Company filed under the Securities Act covering Registrable Securities.

(h)

“ Register ,”“ Registered ” and “ Registration ” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“ Rule 415 ”), and the declaration or ordering of effectiveness of such registration statement by the United States Securities and Exchange Commission (the “ Commission ”).

(i)	“ Rule 144 ” shall have the meaning ascribed to it in Section 8.

(j)	“ Securities Act ” shall mean the Securities Act of 1933, as amended.

(k)	“ Violations ” shall have the meaning ascribed to it in Section 6(a).

(l)

“Penalty Warrant ” shall mean a five-year warrant to purchase 49,000 shares of Common Stock (subject to appropriate adjustment for any stock splits, stock dividends, reorganizations, reclassifications or other similar events by the Company after the date hereof) at a per share exercise price that is equal to the then-prevailing exercise price under the Warrant, and containing substantially similar terms as those contained in the certificate evidencing the Warrant.

Capitalized terms defined in the introductory paragraph or the recitals to this Agreement shall have the respective meanings therein provided. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement or elsewhere in the Transaction Documents.

2. Mandatory Registration.

(i) The Company shall prepare and file with the Securities and Exchange Commission (the “Commission”) not later than the 60th day (the “ Filing Date ”) after the Closing Date under the Purchase Agreement a Registration Statement or Registration Statements (as necessary) on Form SB-2 covering the resale of all of the Registrable Securities, in an amount sufficient to cover the resale of the BATL Shares and the shares issuable upon exercise of the Warrant. In the event that Form SB-2 is unavailable and/or inappropriate for such a registration, the Company shall use such other form as is available and appropriate for such a registration. Any Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the Shares. The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the 240 ^th day after the Filing Date (such day referred to herein as the “Effective Date”); provided that , if the Registration Statement is not filed by the Filing Date or declared effective by the Effective Date (each a “Penalty Event”) then the Company shall issue a Penalty Warrant to the Purchaser per 30-day period following the Penalty Event that the Registration Statement has not been filed and/or that the Effective Date has not occurred. Each such Penalty Warrant shall be due within five days of the end of each 30-day period. The Registration Statement shall be appropriately revised, and/or amended promptly following each such 30-day period, as appropriate, to include for resale any additional shares issuable upon exercise of such Penalty Warrants.

(ii) The Company shall use its best efforts to keep each Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Registrable Securities have been sold and (ii) the date on which the Registrable Securities (in the opinion of counsel to each Purchaser and acceptable to legal counsel for the Company) may be immediately sold without restriction (including without limitation as to volume restrictions by each holder thereof) without registration under the Securities Act (the “ Registration Period ”).

(iii) If any offering pursuant to a Registration Statement, pursuant to Section 2 hereof, involves an underwritten offering (which may only be with the consent of the Company), each Purchaser shall have the right to select legal counsel and an investment banker or bankers and manager or managers to administer to the offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the Company.

3. Obligations of the Company . In connection with the registration of the Registrable Securities, the Company shall do each of the following:

(a) Prepare and file with the Commission the Registration Statements required by Section 2 of this Agreement and such amendments (including post-effective amendments) and supplements to the Registration Statements and the prospectuses used in connection with the Registration Statements, as may be necessary to keep the Registration effective at all times during the Registration Period, and, during the Registration Period, to comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in the Registration Statements;

(b) If the Registrable Securities are included in a Registration Statement, the Company shall promptly furnish, after such Registration Statement is prepared, filed with the Commission, publicly disseminated and distributed and received by the Company, to the Purchaser and its legal counsel, a copy of the Registration Statement, each preliminary prospectus, each final prospectus, and all amendments and supplements thereto and such other documents as the Purchaser may reasonably request in order to facilitate the disposition of its Registrable Securities;

(c) As soon as practicable for the Company and its counsel, but no later than five business days after receipt thereof, furnish to the Purchaser and its counsel copies of appropriate correspondence between the Company and the Commission with respect to any registration statement or amendment or supplement thereto filed pursuant to this Agreement;

(d) Use all best efforts to (i) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws, if applicable, of such jurisdictions as the Purchaser may reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (iv) take all other actions necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subsection (d) be obligated to be so qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;

(e) If required, list such securities on the OTC Bulletin Board and all other national securities exchanges on which any securities of the Company are then listed, and file any filings required by the OTC Bulletin Board and/or such other filings;

(f) Notify the Purchaser and (if requested by the Purchaser) confirm such advice in writing, (i) when or if the prospectus or any prospectus supplement or post-effective amendment has been filed with the Commission, and, with respect to the Registration Statement or any post-effective amendment, when the same has been declared effective by the Commission, (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(g) If any fact contemplated by clause (v) of paragraph (f), above, shall exist, prepare a supplement or post-effective amendment to the Registration Statement or the related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchaser of the Registrable Securities the prospectus will not contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading;

(h) If the Company has consented to an underwritten offering and such offering is underwritten, at the request of the Purchaser, to furnish on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to the Purchaser, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act and (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial data contained therein) and (ii) a letter dated such date from the Company’s independent public accountants addressed to the underwriters and to the Purchaser, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters may reasonably request;

(i) Cooperate with the Purchaser to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and to enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Purchaser may reasonably request, and registered in such names as the Purchaser may request; and, within three business days after a Registration Statement which includes Registrable Securities is ordered effective by the Commission, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registrable Securities (with copies to the Purchaser) an appropriate instruction and opinion of such counsel, satisfactory to the Company, and the Purchaser and its legal counsel;

(j) Enter into customary agreements (including, in the case of an underwritten offering, underwriting agreements in customary form, and including provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification and contribution contained herein) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in connection therewith:

(i) make such representations and warranties to the Purchaser and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;

(ii) to the extent requested and customary for the relevant transaction, enter into a securities sales agreement with the Purchaser and such representative of the Purchaser as the Purchaser shall select relating to the Registration and providing for, among other things, the appointment of such representative as agent for the Purchaser for the purpose of soliciting purchases of Registrable Securities, which agreement shall be customary in form, substance and scope and shall contain customary representations, warranties and covenants; and

(iii) deliver such customary documents and certificates as may be reasonably requested by the Purchaser to the extent its Registrable Securities are being sold or by the managing underwriters, if any.

The above shall be done (y) at the effectiveness of such Registration Statement (and each post-effective amendment thereto) in connection with any registration, and (z) at each closing under any underwriting or similar agreement as and to the extent required thereunder.

(k) The Company shall hold in confidence and not make any disclosure of information concerning the Purchaser provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws and/or the requests of any self-regulatory organizations, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning the Purchaser is sought in or by a court or governmental body of competent jurisdiction or though other means, give prompt notice to the Purchaser prior to making such disclosure, and allow the Purchaser, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

4. Obligations of the Purchaser to Provide Information . In connection with the registration of the Registrable Securities, the Purchaser shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities, and the Purchaser shall execute any and all such documents in connection with such registration as the Company and its legal counsel may reasonably request. At least five business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Purchaser of the information the Company requires of the Purchaser to be included in the Registration Statement. The Purchaser shall give sufficient notice to the Company before selling any Registrable Securities so that the Company may prepare and file any necessary post-effective amendments to the Registration Statement or such additional filings as shall be necessary or desirable.

5. Expenses of Registration . All expenses, other than underwriting discounts and commissions and other fees and expenses of investment bankers, other brokerage commissions and legal fees of the Purchasers, incurred in connection with registrations, filings or qualifications pursuant to Section 3, but including, without limitation, all registration, listing, and qualification fees, printing and accounting fees, and the fees and disbursements of counsel for the Company, with respect to the Registration Statement filed pursuant hereto, shall be borne by the Company.

6. Indemnification . In the event any Registrable Securities are included in a Registration Statement under this Agreement:

(a) The Company will indemnify and hold harmless the Purchaser, each of its officers, directors, members, managers, partners and shareholders, and each person, if any, who controls the Purchaser within the meaning of the Securities Act or the Exchange Act (each, an “ Indemnified Person ”), against any losses, claims, damages, liabilities or expenses (joint or several) incurred (collectively, “ Claims ”) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the Commission) or the omission to state therein any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state or foreign securities law or any rule or regulation under the Securities Act, the Exchange Act or any state or foreign securities law (the matters in foregoing clauses (i) through (iii) being, collectively, “ Violations ”). The Company shall, subject to the provisions of Section 6(b) below, reimburse the Purchaser, promptly as such expenses are incurred and are due and payable, for any reasonable legal and other reasonable costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise, including without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which the Purchaser is a party), incurred by it in connection with the investigation or defense of any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a) shall not (i) apply to any Claim arising out of or based upon a modification which occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) be available to the extent that such Claim is based upon a failure of the Purchaser to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(b) hereof; or (iii) apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Purchaser pursuant to Section 9.

(b) The Purchaser will indemnify the Company and its officers and directors against any Claims arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company, by or on behalf of the Purchaser, expressly for use in connection with the preparation of the Registration Statement (including any modifications, amendments or supplements thereto), subject to such limitations and conditions as are applicable to the indemnification provided by the Company in this Section 6; provided, however, that in no event shall any indemnity by the Purchaser under this Section 6 exceed the amount of the net proceeds received by the Purchaser in connection with the offering effected through such Registration Statement.

(c) Promptly after receipt by an Indemnified Person under this Section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and to the extent that the indemnifying party so desires, jointly with any other indemnifying party similarly notified, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person, provided, however, that an Indemnified Person shall have the right to retain its own counsel with the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. In such event, the Company shall pay for only one separate legal counsel for the Purchaser, and such legal counsel shall be selected by the Purchaser. The failure to deliver written notice to an indemnifying party within a reasonable time after the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person under this Section 6, except to the extent that the indemnifying party is materially prejudiced in its ability to such action. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

(d) No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of an unconditional and irrevocable release from all liability in respect of such claim or litigation.

(e) Notwithstanding the foregoing, to the extent that any provisions relating to indemnification or contribution contained in the underwriting agreements entered into among the Company, the underwriters and the Purchaser in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in such underwriting agreements shall be controlling as to the Registrable Securities included in the public offering; provided , however , that if, as a result of this Section 6(e), the Purchaser, or each of its officers, directors, members, partners, shareholders or any person controlling the Purchaser is or are held liable with respect to any Claim for which they would be entitled to indemnification hereunder but for this Section 6(e) in an amount which exceeds the aggregate proceeds received by the Purchaser from the sale of Registrable Securities included in a registration pursuant to such underwriting agreement (the “ Excess Liability ”), the Company shall reimburse the Purchaser for such Excess Liability.

7. Contribution . To the extent any indemnification by an indemnifying party is prohibited or limited under applicable law, the indemnifying party agrees to contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the Indemnified Person on the other hand in connection with the statements or omissions which resulted in such Claim, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the Indemnified Person shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact on which such Claim is based relates to information supplied by the indemnifying party or by the Indemnified Person, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the forgoing, (a) no contribution shall be made under circumstances where the payor would not have been liable for indemnification under the fault standards set forth in Section 6, (b) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of such fraudulent misrepresentation and (c) contribution by any seller of Registrable Securities shall be limited in amount to the net proceeds received by such seller from the sale of such Registrable Securities. The Company and the Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Purchaser and any other party were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in this Section.

8. Reports Under Exchange Act . With a view to making available to the Purchaser the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit the Purchasers to sell securities of the Company to the public without registration (“ Rule 144 ”), the Company agrees to cause its successor in interest by merger to:

(i) make and keep public information available, as those terms are understood and defined in Rule 144;

(ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(iii) furnish to the Purchaser so long as the Purchaser owns Shares or Warrants promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or periodic report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Purchaser to sell such securities pursuant to Rule 144 without registration.

9. Assignment of the Registration Rights . The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Purchaser to any transferee of the Shares or Warrants held by the Purchaser if: (a) the Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, at the time of such transfer within five business days after such transfer or assignment, furnished with written notice of the name and address of such transferee or assignee; and (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein.

10. Amendment of Registration Rights . Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and each such Purchaser. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon such Purchaser and the Company.

11. Miscellaneous .

(a) A person or entity is deemed to be a holder of Registrable Securities whenever such person or entity owns of record such Registrable Securities or Warrants exercisable into such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same Registrable Securities, the Company shall act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities or Warrants.

(b) Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be effective upon personal delivery, via facsimile (upon receipt of confirmation of error-free transmission) or two business days following deposit of such notice with an internationally recognized courier service, with postage prepaid and addressed to each of the other parties thereunto entitled at the address set forth below in this Section 11(b), or at such other addresses as a party may designate by ten (10) days advance written notice to each of the other parties hereto. All notices shall be addressed as follows:

If to the Company:

EnerTeck Corporation

10701 Corporate Drive

Suite 150

Stafford, Texas 77477

Attention: Dwaine Reese

Telecopier No.: (281) 240-1828

With a copy to:

Danzig Kaye Cooper Fiore & Kay, LLP

30A Vreeland Road, Suite 230

Florham Park, New Jersey 07932

Attn: David M. Kaye, Esq.

Telecopier No.: (973) 443-0609

If to Purchaser:

BATL BioEnergy LLC

7 Lakeside Drive

Rye, New York 10580

Attn: Thomas Donino

Telecopier No.: (914) 921-3495

With a copy to:

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

Attention: Elliot Press, Esq.

Telecopier No: (212) 940-6621

(c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

(d) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without giving effect to conflicts of laws issues. Each of the parties agrees to the jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens , to the bringing of any such proceeding in such jurisdictions. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such validity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. Subject to the provisions of Section 10 hereof, this Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement.

(e) This Agreement, together with the other Transaction Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

(f) Subject to the requirements of Section 9 hereof, this Agreement shall inure for the benefit of and be binding upon the successors and assigns of each of the parties hereto.

(g) All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require.

(h) The Company acknowledges that any failure by the Company to perform its obligations under Section 2, or any delay in such performance could result in direct and indirect damages to the Purchasers, and the Company agrees that, after notice and time to cure in addition to any other liability the Company may have by reason of any such failure or delay, the Company shall be liable for all direct and consequential damages caused by any such failure or delay. Nothing herein shall limit each Purchaser’s right to pursue any claim seeking such direct or consequential damages.

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed as of the date first written above.


	ENERTECK CORPORATION

	By:	/s/ Dwaine Reese
		Name: Dwaine Reese
		Title: Chief Executive Officer


	BATL BIOENERGY LLC

	By:	/s/ Thomas Donino
		Name: Thomas Donino
		Title: President

EX-4.2

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

ENERTECK CORPORATION

1,000,000 Warrants for the Purchase of 1,000,000 Shares of

Common Stock, par value $0.001 per share

No. W-41

1,000,000 Shares

THIS CERTIFIES that, for value received, BATL BIOENERGY, LLC , a Delaware limited liability company (including any transferee, the “Holder”), is entitled to subscribe for and purchase from ENERTECK CORPORATION , a Delaware corporation (the “Company”), the amount of shares set forth above (the “Shares”) upon the terms and conditions set forth herein. This Warrant is being issued in connection with a certain Securities Purchase Agreement between the Company and the Holder and is subject to its terms and conditions. Each Warrant (collectively, the “Warrants”) grants the Holder the right to purchase from the Company one share of its common stock at the exercise price of $2.00 per share (“Exercise Price”), during the period commencing as of the date hereof and expiring at 11:59 p.m., Eastern Time, on December 8, 2010 . As used herein, the term “this Warrant” shall mean and include this Warrant and any Warrant or Warrants hereafter issued as a consequence of the exercise or transfer of this Warrant in whole or in part.

1 . This Warrant may be exercised during the Exercise Period as to all of the Shares by the surrender of this Warrant (with the Exercise Form attached hereto as Exhibit A, duly executed) to the Company at its office at 10701 Corporate Drive, Suite 150, Stafford, Texas 77477 , Attention: President, or at such other place as is designated in writing by the Company, together with a certified or bank cashier’s check payable to the order of the Company in an amount equal to the Exercise Price of $2.00 multiplied by the number of Shares for which this Warrant is being exercised.

2. Upon each exercise of the Holder’s rights to purchase Shares, the Holder shall be deemed to be the holder of record of the Shares issuable upon such exercise, notwithstanding that the transfer books of the Company shall then be closed or certificates representing such Shares shall not then have been actually delivered to the Holder. As soon as practicable after each such exercise of this Warrant, the Company shall issue and deliver to the Holder a certificate or certificates for the Shares issuable upon such exercise, registered in the name of the Holder or its designee. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the Shares (or portions thereof) subject to purchase hereunder.

3. ( a ) Any Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered and shall be registered in a Warrant Register as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person, and shall not be liable for any registration or transfer of Warrants which are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. This Warrant shall be transferable only on the books of the Company upon delivery thereof duly endorsed by the Holder or by his duly authorized attorney or representative the Form of Assignment, a copy of which is attached hereto as Exhibit B, or accompanied by proper evidence of succession, assignment, or authority to transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authority shall be produced. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Shares (or portions thereof), upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company may require prior to registering any transfer of a Warrant an opinion of counsel reasonably satisfactory to the Company that such transfer complies with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder.

( b ) The Holder acknowledges that he/she has been advised by the Company that neither this Warrant nor the Shares have been registered under the Act, that this Warrant is being or has been issued and the Shares may be issued on the basis of the statutory exemption provided by Section 4(2) of the Act, relating to transactions by an issuer not involving any public offering, and that the Company’s reliance thereon is based in part upon the representations made herein by the Holder. The Holder acknowledges that he has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Act and the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of this Warrant or the Shares issuable upon exercise hereof shall be valid or effective, and the Company shall not be required to give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of this Warrant or such Shares is registered under the Act, it being understood that neither this Warrant nor such Shares are currently registered for sale and that the Company has no obligation or intention to so register this Warrant or such Shares except as otherwise provided for herein including, without limitation, Section 9 hereof, or (ii) this Warrant or such Shares are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Act, or (iii) such sale, assignment, or transfer is otherwise exempt from registration under the Act in the opinion of counsel reasonably acceptable to the Company.

4. The Company shall at all times reserve and keep available out its authorized and unissued Common Stock, solely for the purpose of providing for the exercise of the rights to purchase all Shares granted pursuant to the Warrants, such number of shares of Common Stock as shall, from time to time, be sufficient therefor. The Company covenants that all shares of Common Stock issuable upon exercise of this Warrant, upon receipt by the Company of the full Exercise Price therefor, shall be validly issued, fully paid, nonassessable, and free of preemptive rights.

5. ( a ) In case the Company shall at any time after the date the Warrants were first issued (i) declare a dividend on the outstanding Common Stock payable in shares of its capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then, in each case, the Exercise Price, and the number of Shares issuable upon exercise of this Warrant, in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination, or reclassification, shall be proportionately adjusted so that the Holder after such time shall be entitled to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, he/she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur.

( b ) In case the Company shall issue or fix a record date for the issuance to all holders of Common Stock of rights, options, or warrants to subscribe for or purchase Common Stock (or securities convertible into or exchangeable for Common Stock) at a price per share (or having a conversion or exchange price per share, if a security convertible into or exchangeable for Common Stock) less than the then applicable Exercise Price per share on such record date, then, in each case, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so to be offered (or the aggregate initial conversion or exchange price of the convertible or exchangeable securities so to be offered) would purchase at such Exercise Price and the denominator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock to be offered for subscription or purchase (or into which the convertible or exchangeable securities so to be offered are initially convertible or exchangeable). Such adjustment shall become effective at the close of business on such record date; provided, however, that, to the extent the shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) are not delivered, the Exercise Price shall be readjusted after the expiration of such rights, options, or warrants (but only with respect to warrants exercised after such expiration), to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights, options, or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) actually issued. In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the board of directors of the Company, whose determination shall be conclusive.

( c ) In case the Company shall distribute to all holders of Common Stock (including any such distribution made to the stockholders of the Company in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness, cash (other than any cash dividend which, together with any cash dividends paid within the 12 months prior to the record date for such distribution, does not exceed 5% of the then applicable Exercise Price at the record date for such distribution) or assets (other than distributions and dividends payable in shares of Common Stock), or rights, options, or warrants to subscribe for or purchase Common Stock, or securities convertible into or exchangeable for shares of Common Stock (excluding those with respect to the issuance of which an adjustment of the Exercise Price is provided pursuant to Section 5(b) hereof), then, in each case, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the then applicable Exercise Price per share of Common Stock on such record date, less the fair market value (as determined in good faith by the board of directors of the Company, whose determination shall be conclusive absent manifest error) of the portion of the evidences of indebtedness or assets so to be distributed, or of such rights, options, or warrants or convertible or exchangeable securities, or the amount of such cash, applicable to one share, and the denominator of which shall be such Exercise Price per share of Common Stock. Such adjustment shall become effective at the close of business on such record date.

( d ) No adjustment in the Exercise Price shall be required if such adjustment is less than $.01; provided, however, that any adjustments which by reason of this Section 5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 5 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be.

( e ) In any case in which this Section 5 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the shares of Common Stock, if any, issuable upon such exercise over and above the shares of Common Stock, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided, however, that the Company shall deliver to the Holder a due bill or other appropriate instrument evidencing the Holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

( f ) Upon each adjustment of the Exercise Price as a result of the calculations made in Sections 5(b) or 5(c) hereof, this Warrant shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of shares (calculated to the nearest thousandth) obtained by dividing (i) the product obtained by multiplying the number of shares purchasable upon exercise of this Warrant prior to adjustment of the number of shares by the Exercise Price in effect prior to adjustment of the Exercise Price by (ii) the Exercise Price in effect after such adjustment of the Exercise Price.

( g ) Whenever there shall be an adjustment as provided in this Section 5, the Company shall promptly cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, at its address as it shall appear in the Warrant Register, which notice shall be accompanied by an officer’s certificate setting forth the number of Shares purchasable upon the exercise of this Warrant and the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer’s certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error.

( h ) The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Exercise Price of such share of Common Stock on the date of exercise of this Warrant.

6. ( a ) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety (collectively an “Extraordinary Event”), such successor, leasing, or purchasing corporation, as the case may be, shall, as a condition precedent to the consummation of such consolidation or merger, (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof (collectively “Extraordinary Event Consideration”) receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance, and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments that shall be as nearly equivalent as practicable to the adjustments in Section 5.

( b ) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such reclassification, change, consolidation, or merger by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation, or merger. Thereafter, appropriate provision shall be made for adjustments that shall be as nearly equivalent as practicable to the adjustments in Section 5.

( c ) The above provisions of this Section 6 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, mergers, sales, leases, or conveyances.

7. In case at any time the Company shall propose to:

( a ) pay any dividend or make any distribution on shares of Common Stock in shares of Common Stock or make any other distribution (other than regularly scheduled cash dividends which are not in a greater amount per share than the most recent such cash dividend) to all holders of Common Stock; or

( b ) issue any rights, warrants, or other securities to all holders of Common Stock entitling them to purchase any additional shares of Common Stock or any other rights, warrants, or other securities; or

( c ) effect any reclassification or change of outstanding shares of Common Stock, or any consolidation, merger, sale, lease, or conveyance of property; or

( d ) effect any liquidation, dissolution, or winding-up of the Company; or

( e ) take any other action that would cause an adjustment to the Exercise Price;

then, and in any one or more of such cases, the Company shall give written notice thereof, by registered mail, postage prepaid, to the Holder at the Holder’s address as it shall appear in the Warrant Register, mailed at least 15 days prior to (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such dividend, distribution, rights, warrants, or other securities are to be determined, (ii) the date on which any such reclassification, change of outstanding shares of Common Stock, consolidation, merger, sale, lease, conveyance of property, liquidation, dissolution, or winding-up is expected to become effective, and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, change of outstanding shares, consolidation, merger, sale, lease, conveyance of property, liquidation, dissolution, or winding-up, or (iii) the date of such action which would require an adjustment to the Exercise Price.

8. The issuance of any shares or other securities upon the exercise of this Warrant, and the delivery of certificates or other instruments representing such shares or other securities, shall be made without charge to the Holder for any tax or other charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

9. The provisions of the Registration Rights Agreement entered into between the Company and the Holder, contemporaneously with the issuance of this Warrant, pertaining to the rights to registration under the Act are hereby incorporated herein by reference and made a part hereof and shall be deemed to apply to the registration of the Shares issued upon exercise of this Warrant.

10. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction, or mutilation of any Warrant (and upon surrender of any Warrant if mutilated), the Company shall execute and deliver to the Holder thereof a new Warrant of like date, tenor, and denomination.

11. The Holder of any Warrant shall not have solely on account of such status, any rights of a stockholder of the Company, either at law or in equity, or to any notice of meetings of stockholders or of any other proceedings of the Company, except as provided in this Warrant.

1 2 . This Warrant may not be amended or modified without the prior written consent of the Holder.

1 3 . This Warrant has been negotiated and consummated in the State of New York and shall be construed in accordance with the laws of the State of New York applicable to contracts made and performed within such State, without regard to principles governing conflicts of law.

Dated: December 9, 2005

ENERTECK CORPORATION

Attest:

By: /s/ Dwaine Reese

Name: Dwaine Reese

Title: Chief Executive Officer

EX-10.1

REDEMPTION AGREEMENT

This Redemption Agreement (“Agreement”) is made as of December 6, 2005 by and between EnerTeck Corporation, a Delaware corporation (“EnerTeck”), on the one hand, and Parrish B. Ketchmark (“Ketchmark”) and Parrish Brian Partners, Inc., a Delaware corporation (“Partners”), on the other hand.

Recitals

WHEREAS, Ketchmark is a former officer and director of EnerTeck and its wholly-owned subsidiary, EnerTeck Chemical Corp. (“EnerTeck Sub”);

WHEREAS, Partners is a company owned and/or controlled by Ketchmark;

WHEREAS, EnerTeck and Partners entered into a certain Consulting Agreement, dated January 9, 2003, as amended, whereby Partners agreed to provide certain consulting services to EnerTeck (the “Consulting Agreement”);

WHEREAS, on September 7, 2005, Ketchmark submitted his resignation as both an officer and director of EnerTeck and EnerTeck Sub;

WHEREAS, in July 2005, EnerTeck issued to Ketchmark 1,000,000 shares (the “Ketchmark Shares”) of EnerTeck’s Common Stock under EnerTeck’s 2005 Stock Compensation Plan for services rendered and to be rendered;

WHEREAS, prior thereto, for services rendered and to be rendered, EnerTeck issued certain warrants to Partners to acquire shares of Common Stock of the Company;

WHEREAS, as a result thereof, Partners currently holds 1,270,000 warrants (the “Partners Warrants”) to acquire an aggregate of 1,270,000 shares of Common Stock of the Company;

WHEREAS, Ketchmark and Partners have agreed to the redemption by EnerTeck of certain of the Ketchmark Shares and Partners Warrants, and EnerTeck is willing to redeem those shares and warrants, on the terms and conditions set forth in this Agreement.

Agreement

NOW, THEREFORE, the parties hereto agree as follows:

1. Redemption of Stock and Warrants . Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), EnerTeck shall redeem from Ketchmark a total of Five Hundred Thousand (500,000) of Ketchmark’s Shares and Five Hundred Thousand (500,000) of the Partners Warrants, free of any liens, security interests or adverse claims of any party. It is agreed that the balance of the Ketchmark Shares (the “Earned Ketchmark Shares”) and Partners Warrants (the “Earned Partners Warrants”) which are not being redeemed and cancelled as provided herein are deemed fully earned by each of Ketchmark and Partners and EnerTeck has no claim whether now or in the future with respect to Ketchmark’s ownership and entitlement to the Earned Ketchmark Shares and Partners’ ownership and entitlement to the Earned Partners Warrants. EnerTeck agrees to remove the stop-transfer instructions in EnerTeck’s transfer records with respect to the Earned Ketchmark Shares at such time that EnerTeck is legally permitted to do so in accordance with federal and state securities laws. Except as otherwise set forth below, if at any time EnerTeck shall determine to file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933, as amended (the “Act”) of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with an acquisition of any entity or business or equity securities issuable in connection with employee benefit plans), EnerTeck shall send to Partners written notice of such determination and, if within fifteen (15) days after the effective date of such notice, Partners shall so request in writing, EnerTeck shall include in such registration statement all or any part of the shares of Common Stock underlying the Earned Partners Warrants (the “Warrant Shares”) Partners requests to be registered. Notwithstanding the foregoing, EnerTeck shall not be obligated to register the Partners Warrant Shares if, in the opinion of counsel to EnerTeck, the public sale of the Partners Warrant Shares may be effected without registration under the Act.

2. Consideration and Payment Terms . In consideration for the redemption and cancellation of certain of the Ketchmark Shares and Partners Warrants as herein provided, EnerTeck has (i) agreed to make certain payments and granted certain concessions to each of Ketchmark and Partners as set forth herein, and (ii) has provided other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of Ketchmark and Partners.

3. Closing . The closing in respect hereof shall take place on or before December 6, 2005 at a time and place as the parties shall agree (the “Closing Date”).

4. Closing Documents . On the Closing Date, (i) Ketchmark shall deliver to EnerTeck five (5) stock certificates in denominations of One Hundred Thousand (100,000) shares each evidencing the Ketchmark Shares being redeemed hereunder and an Assignment Separate From Certificate in the form attached hereto as Exhibit A, or such other similar form acceptable to EnerTeck, signed by Ketchmark, and with the signature guaranteed by an eligible financial institution or broker who is a member/participant in a Medallion Program approved by the Securities Transfer Association, Inc. (“Eligible Medallion Participant”), and (ii) Partners shall deliver to EnerTeck Warrant No. W15 evidencing Seven Hundred Sixty-Five Thousand (765,000) Partners Warrants and an Assignment Separate From Warrant in the form attached hereto as Exhibit B signed by Partners, or such other similar form acceptable to EnerTeck, and with the signature guaranteed by an Eligible Medallion Participant, which shall transfer Five Hundred Thousand (500,000) of the Partners Warrants to EnerTeck. As soon as reasonably practicable following the Closing Date, EnerTeck shall cause to be delivered to Partners a replacement Warrant evidencing an aggregate Two Hundred Sixty-Five Thousand (265,000) Partners Warrants representing the balance of Warrant No. 15 not being redeemed as provided herein.

5. Repayment of Loans . EnerTeck hereby agrees that upon the raising of equity financing of at least One Million ($1,000,000) Dollars after the date hereof, EnerTeck will cause the outstanding principal amounts of, and all accrued interest on, the following loans to be repaid in full, subject to receipt by EnerTeck of the promissory notes issued with respect thereto marked paid in full:

Lenders	Principal Amounts

Parrish Brian Partners, Inc.	$30,990
Deborah Dejesus	$ 7,000
Charles Croasdill	$20,000
Charles Davis	$10,000
Parrish B. Ketchmark	$ 3,000

Until such time as the promissory notes shall have been paid in full, nothing in this Agreement shall be deemed to modify or amend any of the terms of the aforesaid promissory notes.

6. Representations and Warranties of EnerTeck . EnerTeck represents and warrants that (a) all corporate action on the part of EnerTeck necessary for the authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby has been taken, (b) no broker, finder or intermediary has been employed by EnerTeck in connection with this Agreement, and (c) this Agreement constitutes a valid and legally binding obligation of EnerTeck.

7. Representations and Warranties of Ketchmark . Ketchmark represents and warrants as follows:

7.1 Due Authorization . All actions on the part of Ketchmark necessary for the authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby have been taken; no broker, finder or intermediary has been employed by Ketchmark in connection with this Agreement; and this Agreement constitutes a valid and legally binding obligation of Ketchmark.

7.2 Ownership . Ketchmark owns the Ketchmark Shares being redeemed hereunder, has not transferred or attempted to transfer any interest in the Ketchmark Shares being redeemed hereunder to any person or entity, and has full power and authority to transfer and deliver the Ketchmark Shares being redeemed hereunder, and such of Ketchmark Shares being redeemed hereunder are free and clear of any and all liens, encumbrances, charges, duties and assessments whatsoever.

8. Representations and Warranties of Partners . Partners represents and warrants as follows:

8.1 Due Authorization . All corporate action on the part of Partners necessary for the authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby have been taken; no broker, finder or intermediary has been employed by Partners in connection with this Agreement; and this Agreement constitutes a valid and legally binding obligation of Partners.

8.2 Ownership . Partners owns the Partners Warrants being redeemed hereunder, has not transferred or attempted to transfer any interest in the Partners Warrants being redeemed hereunder to any person or entity, and has full power and authority to transfer and deliver the Partners Warrants being redeemed hereunder, and such of Partners Warrants being redeemed hereunder are free and clear of any and all liens, encumbrances, charges, duties and assessments whatsoever.

9. Miscellaneous

9.1 Amendment. This Agreement may be amended only by an instrument in writing signed by the party against whom enforcement of any such amendment is sought.

9.2 Entire Agreement . This Agreement contains the entire agreement and understanding of the parties with respect to the entire subject matter hereof, and there are no representations, inducements, promises or agreements, oral or otherwise, not embodied herein.

9.3 Consulting Agreement . The Consulting Agreement is hereby deemed terminated and cancelled with immediate effect and neither EnerTeck nor Partners shall have any further liability or obligation thereunder except for any provisions intended to survive termination thereof.

9.4 Necessary Performance . Each party to this Agreement shall perform any and all acts and execute and deliver any and all documents as may be necessary and proper under the circumstances in order to accomplish the intents and purposes of this Agreement and to carry out its provisions.

9.5 Counsel . Each of the parties recognizes that members of the law firm of Danzig Kaye Cooper Fiore & Kay, LLP (the “Law Firm”), the draftsperson of this Agreement, has rendered advice and counsel in the past to each of the parties hereto. Each of the parties acknowledges that the Law Firm has prepared the Agreement on behalf of EnerTeck and is not representing any of the other parties in an individual capacity and that each party further agrees that each has participated in the preparation of the Agreement and has read and fully understands this Agreement. Each of Ketchmark and Partners acknowledges that he/it has been advised to consult with his/its own attorney regarding this Agreement and has done so to the extent that he/it deems appropriate. Each party hereto releases and relinquishes any claim against the Law Firm or any of its members from any conflict of interest arising or purportedly arising from this Agreement.

9.6 Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.

9.7 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This Agreement shall be effective upon delivery of an executed counterpart via facsimile transmission by EnerTeck to Ketchmark and Partners and by Ketchmark and Partners to EnerTeck.

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.

ENERTECK CORPORATION

By: /s/ Dwaine Reese

Name: Dwaine Reese

Title: Chief Executive Officer

/s/ Parrish B. Ketchmark

PARRISH B. KETCHMARK

PARRISH BRIAN PARTNERS, INC.

By: /s/ Parrish B. Ketchmark

Name: Parrish B. Ketchmark

Title: President

EX-10.2

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (hereinafter sometimes referred to as the “Agreement”) dated as of the 8th day December, 2005 by and between ENERTECK CORPORATION, a Delaware corporation (the “Company”), and BATL BIOENERGY LLC, a Delaware limited liability company (“BATL”).

W I T N E S S E T H:

WHEREAS, BATL desires to make an investment in the Company, and the Company desires to accept the investment from BATL, pursuant to the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE ONE

PURCHASE AND SALE OF COMMON STOCK

1.1. Purchase and Sale of Common Stock . Upon the terms and subject to the conditions of this Agreement, BATL hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to BATL, for the aggregate purchase price of $3,000,000 (the “Purchase Price”), (i) 2,450,000 shares (the “BATL Shares”) of the common stock of the Company, $.001 par value (the “Common Stock”), and (ii) a warrant (the “BATL Warrant”) expiring in five (5) years from the Closing Date (as hereinafter defined) to purchase an additional 1,000,000 shares of Common Stock at an exercise price of $2.00 per share pursuant to a Warrant substantially in the form as annexed hereto as Exhibit A (the BATL Shares, the BATL Warrant and the shares of Common Stock underlying the BATL Warrant, are collectively referred to herein as the “BATL Securities”).

1.2. Closing . The closing (the “Closing”) in respect of the purchase and sale of the BATL Shares and the BATL Warrant shall take place on or before December 15, 2005 at a time (the “Closing Date”) and place as the parties shall agree.

1.3. Closing Documents . At the Closing:

(a) The Company shall deliver to BATL:

(i) a duly executed certificate or certificates representing the BATL Shares and BATL Warrant, registered in the name of BATL; and

(ii) a legal opinion of counsel to the Company, addressed to BATL in the form of Annex A hereto; and

(iii) the certificate referred to in Section 1.4(a)(ix) hereof.

(b) BATL shall deliver to the Company:

(i) A bank check from a N.Y. Clearing House Member Bank payable to the order of the Company or a wire transfer in immediately available funds to a Company bank account as designated by the Company, in each case in the amount of the Purchase Price;

(ii) a duly completed and executed Accredited Investor Questionnaire acceptable to the Company; and

(ii) The certificate referred to in Section 1.4(b)(iv) hereof.

1.4 Conditions to Closing .

(a) Conditions to Obligations of BATL . The obligation of BATL to purchase the BATL Shares and the BATL Warrant is subject to the satisfaction on or prior to the Closing of the following conditions, any or all of which may be waived by BATL:

(i) No order of any governmental body shall be in effect that restrains or prohibits the issuance of the BATL Shares or the BATL Warrant.

(ii) The Company shall have delivered to BATL (i) certificates representing the BATL Shares and the BATL Warrant, duly registered in the name of BATL and (ii) the Company counsel opinion referred to in Section 1.3(a)(ii).

(iii) the BATL Shares and the shares underlying the BATL Warrant shall have been duly listed, if required, for trading, on the OTC Bulletin Board;

(iv) Since September 30, 2005, no event or series of events shall have occurred that reasonably would be expected to have a Material Adverse Effect (as defined in Section 2.1.2).

(v) The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing Date.

(vi) BATL shall not have become aware of any information or other matter with respect to legal matters affecting the Company that is inconsistent with the financial and other information disclosed to BATL prior to the date hereof, in a manner that constitutes or would reasonably be expected to have a Material Adverse Effect.

(vii) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date;

(viii). On or prior to the Closing Date, there shall not have occurred any of the following: (i) a suspension or material limitation in the trading of securities generally on the New York Stock Exchange, NASDAQ or the OTC Bulletin Board; (ii) a general moratorium on commercial banking activities in New York declared by the applicable banking authorities; or (iii) the outbreak or escalation of hostilities involving the United States, or the declaration by the United States of a national emergency or war;

(ix) The Company shall have delivered to BATL, at the Closing, a certificate dated the Closing Date, duly executed by the chief executive officer of the Company to the effect that all of the foregoing conditions have been met and that BATL’s nominee to the Board in accordance with Section 3.1.1 has been elected to the Board.

(b) Conditions to Obligations of the Company . The obligation of the Company to issue and sell the BATL Shares and the BATL Warrant is subject to the satisfaction on or prior to the Closing of the following conditions, any or all of which may be waived by the Company:

(i) No order of any governmental body shall be in effect that restrains or prohibits the issuance of the BATL Warrant or the BATL Shares.

(ii) BATL shall have delivered to the Company the Purchase Price.

(iii) The representations and warranties of BATL contained in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; and

(iv) BATL shall have delivered to the Company, at the Closing, a certificate dated the Closing Date, duly executed by its chief executive officer or member or manager performing similar functions, or to the effect that all of the foregoing conditions have been met.

ARTICLE TWO

REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Company .

The Company hereby represents and warrants to BATL as follows:

2.1.1 Authorization of Agreement and Securities . The execution, delivery and performance by the Company of this Agreement, the Registration Rights Agreement (as defined in Section 2.1.11) and the BATL Warrant (the “Transaction Documents”) have been duly authorized by all necessary corporate action of the Company, and this Agreement constitutes the valid and binding obligations of the Company enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles to equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). The Company has available a sufficient number of authorized and unissued shares of Common Stock as may be necessary to issue the BATL Shares hereunder and to effect the exercise of the BATL Warrants. The Company understands and acknowledges the potentially dilutive effect to the Common Stock of the issuance of shares of Common Stock upon the exercise of the BATL Warrants. The Company further acknowledges that its obligation to issue shares of Common Stock upon exercise of the Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company and notwithstanding the commencement of any case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”).

2.1.2 Organization, Standing and Qualification of the Company and the Company Subsidiaries . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Schedule 2.1.2 lists all Subsidiaries (as hereinafter defined) of the Company and their respective jurisdictions of formation (collectively the “Company Subsidiaries” and each a “Company Subsidiary”). Each Company Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction listed next to such Company Subsidiary on Schedule 2.1.2. The Company has the full corporate power and authority to execute, deliver and perform this Agreement and all other Transaction Documents. In addition, each of the Company and each Company Subsidiary has full corporate power and authority to carry on its business as now conducted and to own, lease, and operate its properties as now done. Each of the Company and each Company Subsidiary is qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the properties owned or leased by it requires qualification, except where the failure to be so qualified would not have a material adverse effect on the business, assets, properties, operations, results of operations, condition (financial or otherwise) or prospects of the Company (“Material Adverse Effect”). There are no outstanding securities or rights convertible into or exchangeable for shares of any capital stock of any Company Subsidiary and there are no contracts by which any Company Subsidiary is bound to issue additional shares of capital stock. All of the shares of capital stock of the Subsidiary are duly and validly authorized, fully paid and non-assessable and are owned by the Company free and clear of any lien with respect thereto.

For purposes herein, “Subsidiary” shall mean any entity more than 50% of the shares of the voting stock, voting interests, membership interests or partnership interests of which are owned or controlled, or the ability to select or elect more than 50% of the directors or similar managers is held, directly or indirectly, by the Company or one or more of its Subsidiaries or by the Company and one or more of its Subsidiaries.

2.1.3 Consents of Third Parties . The execution, delivery and performance by the Company of the Transaction Documents will not (i) violate or conflict with the certificate of incorporation or by-laws of the Company or any of the Company Subsidiaries, (ii) conflict with, or result in the breach or termination, amendment, cancellation or acceleration or right to increase the obligations or otherwise modify the terms of, or constitute a default under, any lease, agreement, commitment or other instrument, or any order, judgment or decree, to which the Company or any of the Company Subsidiaries is a party or by which the Company, any Company Subsidiary or any of their properties is bound, (iii) constitute a violation of any law applicable to the Company or any Company Subsidiary or (iv) result in the creation of any lien upon any other properties or assets of the Company or any Company Subsidiary. No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or third party (including, without limitation, any shareholder of the Company), is required on the part of the Company in connection with the execution, delivery and performance of this Agreement. Without limiting the foregoing, no vote or consent of the Company’s shareholders is required in order for the Company to issue the BATL Shares and/or the BATL Warrant and perform its obligations hereunder and to continue to list its shares for trading on the OTC Bulletin Board.

2.1.4 Litigation . There are no judicial or administrative actions, proceedings or investigations pending or, to the knowledge of the Company, threatened that question the validity of this Agreement or any action taken or to be taken by the Company in connection with this Agreement. To the knowledge of the Company, except as set forth in Schedule 2.1.4, there is no litigation, arbitration, proceeding or governmental investigation pending or, to the knowledge of the Company, threatened, or any order, injunction or decree outstanding, against or relating or the Company or any Company Subsidiary which, if adversely determined, would have a Material Adverse Effect. To the knowledge of the Company, there is no existing state of facts that would give rise to any such litigation that, if adversely determined, could reasonably be expected to have a Material Adverse Effect upon the Company or the Subsidiary or any Company Subsidiary.

2.1.5 Compliance with Laws . Neither the Company nor any Company Subsidiary is in violation of any applicable law, regulation, ordinance, or any other applicable requirement of any governmental body or court, which violations in the aggregate could reasonably be expected to have a Material Adverse Effect upon the Company or any Company Subsidiary and no notice has been received by the Company or any Company Subsidiary alleging any such violation that has not been cured or otherwise resolved and the cure or resolution of which would not result in any material monetary obligation or material limitation on the lawful conduct of the business of the Company or any Company Subsidiary as conducted on the date hereof. Neither the Company nor any Company Subsidiary has received any written notice of violation or alleged material violation of any such law or order by any governmental body in any material respect that has not been resolved, or received written notice of investigation by any governmental body which could reasonably have a Material Adverse Effect. The Company possesses all permits, approvals, authorizations, licenses, certificates and consents from all public and governmental authorities which are necessary to conduct its business as currently conducted, the lack of which would materially and adversely affect the business or financial condition of the Company. The Company is not in default in any respect under any such franchises, permits, licenses or similar authorizations.

2.1.6 Compliance with Securities Laws; Disclosure . The Company’s Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Since January 8, 2003, the Company has made all of the filings (the “SEC Filings”) required to be made under the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and all rules and regulations in effect thereunder, and no such filing contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, not misleading. As of their respective dates, the SEC Filings, including the financial statements contained therein, complied in all material respects with all of the statutes and published rules and regulations enforced or promulgated by the regulatory authority with which the SEC Filings were filed, and, except to the extent the information in any SEC Filing has been revised or superseded by a later filed SEC Filing, did not and do not as of the date hereof contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. Except as disclosed in the SEC Filings, or as otherwise disclosed in writing to BATL, since September 30, 2005 there has been no development that has any reasonable likelihood of having a Material Adverse Effect or resulting in a Material Adverse Effect upon the Company or the Subsidiary.

2.1.7 Disclosure . The SEC filings and the representations and warranties of the Company contained in this Agreement, when taken as a whole, contain no untrue statement of a material fact concerning the Company or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, as of their respective dates. There is no fact known to the Company that has had, or could reasonably be expected to have, a Material Adverse Effect and that has not been disclosed herein or in such other documents and statements furnished to BATL for use in connection with the transaction contemplated hereby.

2.1.8. Capitalization . Schedule 2.1.8 sets forth, in each case as of the date hereof, (i) the authorized capitalization of the Company, the number of shares of each class issued and outstanding and the number of shares reserved for issuance in connection with the Company’s stock option plans, and (ii) all options, warrants, convertible securities, rights to subscribe to, calls, contracts, undertakings, arrangements and commitments to issue which may result in the issuance of stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any preemptive rights. No securities of the Company are entitled to preemptive or similar rights, and no person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transaction contemplated by this Agreement or any other Transaction Document.

2.1.9 No General Solicitation . None of the Company or any of its “affiliates” (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)), has, directly or through an agent, engaged in any form of general solicitation or general advertising in connection with the offering of the BATL Shares and BATL Warrant (as those terms are used in Regulation D) under the Securities Act or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and the Company has not entered into any contractual arrangement with respect to the distribution of the BATL Shares or BATL Warrant except for this Agreement, and the Company will not enter into any such arrangement.

2.1.10. No Default . Except as disclosed in the SEC Filings, the Company is not in default in the payment or performance of any of its contracts, agreements or other obligations, except where such default would not have a Material Adverse Effect.

2.1.11. Registration of Shares . Except as contemplated under the Registration Rights Agreement to be entered into between BATL and the Company on the date hereof (the “ Registration Rights Agreement ”) and except as set forth in Schedule 2.1.11, the Company has not entered into any agreement to register its debt or equity securities under the Securities Act.

2.1.12 Private Placement . Assuming the accuracy of the representations and warranties of BATL contained in Section 2.3 and its compliance with the agreements set forth therein, no registration under the Securities Act is required for the offer and sale of the BATL Shares and BATL Warrant by the Company to BATL or as contemplated hereby.

2.1.13 Taxes . To the knowledge of the Company, there have been properly completed and filed all material tax returns required to be filed by the Company or any Company Subsidiary on or prior to the date hereof. All such tax returns are true, correct and complete in all material respects. All taxes of the Company or any Company Subsidiary due and payable have been timely paid, except where the failure to pay such taxes or the delay thereof would not reasonably be expected to have a Material Adverse Effect. The most recent audited financial statements of the Company contained in the SEC Filings reflect an adequate accrual in accordance with GAAP for all material taxes payable by the Company and any Company Subsidiaries for all taxable periods and portions thereof through the date of such financial statements.

2.1.14 Investment Company . The Company is not, and is not an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

2.1.15 Listing of Shares . The Common Stock is listed and traded on the OTC Bulletin Board (“OTC”), and the Company is not aware of any pending or contemplated action or proceeding of any kind to suspend the trading of the Common Stock. The Company is not in violation of any listing requirements of the OTC.

2.1.16. Internal Controls . Except as otherwise disclosed in the SEC Filings, the Company maintains a system of internal accounting controls in accordance with applicable federal securities laws sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

2.1.17 Insurance . The Company maintains property and casualty, general liability, workers' compensation, environmental hazard, personal injury and other similar types of insurance with financially sound and reputable insurers that is adequate and consistent with industry standards and the Company's historical claims experience. The Company has not received notice from, and has no knowledge of any threat by, any insurer (that has issued any insurance policy to the Company) that such insurer intends to deny coverage under or cancel, discontinue or not renew any insurance policy presently in force.

2.1.18 Environmental Matters . 1. The operations of the Company are, to its knowledge, in material compliance with all applicable Environmental Laws and all permits issued pursuant to Environmental Laws or otherwise;

2. to its knowledge, the Company has obtained or applied for all material permits required under all applicable Environmental Laws necessary to operate its business;

3. the Company is not the subject of any outstanding written order of or agreement with any governmental authority or person respecting (i) Environmental Laws, (ii) Remedial Action or (iii) any Release or threatened Release of Hazardous Materials;

4. the Company has not received, any written communication alleging that it may be in violation of any Environmental Law or any permit issued pursuant to any Environmental Law, or may have any liability under any Environmental Law;

5. the Company does not have any current contingent liability in connection with any Release of any Hazardous Materials into the indoor or outdoor environment (whether on-site or off-site); and

6. to the Company's knowledge, there are no investigations of the business, operations, or currently or previously owned, operated or leased property of the Company pending or threatened which could lead to the imposition of any liability pursuant to any Environmental Law that would have a Material Adverse Effect;

For purposes of this Section 2.1.18:

"Environmental Law" means any foreign, federal, state or local statute, regulation, ordinance, or rule of common law as now or hereafter in effect in any way relating to the protection of human health and safety or the environment including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. ' 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. ' 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. ' 6901 et seq.), the Clean Water Act (33 U.S.C. ' 1251 et seq.), the Clean Air Act (42 U.S.C. ' 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. ' 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. ' 136 et seq.), and the Occupational Safety and Health Act (29 U.S.C. ' 651 et seq.), and the regulations promulgated pursuant thereto.

"Hazardous Material" means any substance, material or waste which is regulated by the United States, Canada or any of its provinces, or any state or local governmental authority including, without limitation, petroleum and its by-products, asbestos, and any material or substance which is defined as a "hazardous waste," "hazardous substance," "hazardous material," "restricted hazardous waste," "industrial waste," "solid waste," "contaminant," "pollutant," "toxic waste" or toxic substance" under any provision of any Environmental Law;

"Release" means any release, spill, filtration, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor or outdoor environment, or into or out of any property;

"Remedial Action" means all actions to (x) clean up, remove, treat or in any other way address any Hazardous Material; (y) prevent the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; or (z) perform pre-remedial studies and investigations or post-remedial monitoring and care.

2.1.19 Proprietary Rights . The Company owns or possesses adequate and enforceable rights to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, "Intangibles") necessary for the conduct of its business as now being conducted, except those the absence of which would not have a Material Adverse Effect. To the best of the Company's knowledge, the Company is not infringing upon or in conflict with any right of any other person with respect to any Intangibles. No claims have been asserted by any person to the ownership or use of any Intangibles that would have a Material Adverse Effect on the Company and the Company has no knowledge of any basis for such claim.

2.1.20 Customers and Suppliers . The Company has not received any notice or has any reason to believe that any Company customer has ceased, or will cease, to use the proceeds, equipment, goods or services of the Company, or has substantially reduced or will substantially reduce, the use of such products, equipment, goods or services at any time which would have a Material Adverse Effect. The Company has no reason to believe that any of its suppliers will not sell raw materials, supplies, merchandise and other goods to the Company on the same terms and conditions as those used in its current sales to the Company, subject only to general and customary price increases.

2.2 Representations and Warranties of BATL .

BATL hereby represents and warrants to the Company as follows:

2.2.1 Authorization of Agreement . The execution, delivery and performance by BATL of this Agreement has been duly authorized by all necessary action of BATL, and this Agreement constitutes the valid and binding obligation of BATL enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles to equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

2.2.2 Organization of BATL . BATL is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the full power and authority to execute, deliver and perform this Agreement.

2.2.3 Consents of Third Parties . The execution, delivery and performance by BATL of its obligations under this Agreement will not (i) violate or conflict with the articles of organization or operating agreement of BATL, (ii) conflict with, or result in the breach or termination of, or constitute a default under, any lease, agreement, commitment or other instrument, or any order judgment or decree, to which BATL is a party or by which BATL or any of its properties is bound, or (iii) constitute a violation of any law applicable to BATL. No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or third part is required on the party of BATL in connection with the execution, delivery and performance of this Agreement.

2.2.4 Litigation . There are no judicial or administrative actions, litigations, arbitrations, proceedings or investigations pending or threatened that question the validity of this Agreement or any action taken or to be taken by BATL in connection with this Agreement.

2.3 Investment Representations of BATL .

BATL hereby represents and warrants to the Company as follows:

(a) The BATL is an “accredited investor” as defined by Rule 501 under the Securities Act, and BATL is capable of evaluating the merits and risks of BATL’s investment in the Company and has the capacity to protect BATL’s own interests.

(b) BATL understands that except as provided for in the Registration Rights Agreement, the BATL Shares and the shares underlying the BATL Warrant, have not been, and will not be, registered under the Securities Act or the securities laws of any state by reason of a specific exemption from the registration provisions of the Securities Act and the applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of BATL’s representations as expressed herein.

(c) BATL acknowledges and understands that the BATL Shares and BATL Warrant are being purchased for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of the BATL Securities for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the BATL Securities made in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”) thereunder, and applicable state securities laws.

(d) BATL acknowledges that the BATL Securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. BATL is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of securities being sold during any three-month period not exceeding specified limitations.

(e) In determining whether to make this investment, BATL has relied solely on the SEC Filings and the representations and warranties made by the Company pursuant to this Agreement. BATL understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and BATL has not relied on any other representations or information.

(f) To the extent BATL deems necessary, BATL has reviewed with BATL’s own tax advisors the federal, state and local tax consequences of this investment and the transactions contemplated by this Agreement. BATL relies solely on such advisors and not on any statements or representations of the Company or any of its agents. BATL understands that BATL (and not the Company) shall be responsible for BATL’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

(g) BATL acknowledges that the BATL Securities are speculative and involve a high degree of risk and that BATL can bear the economic risk of the purchase of the BATL Securities, including a total loss of its investment.

(h) BATL recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the BATL Securities.

(i) BATL is aware that the BATL Shares and BATL Warrant are and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act.

(j) (A) BATL understands that any and all certificates representing the BATL Shares and BATL Warrant and any and all securities issued in replacement thereof or in exchange therefor shall bear the following legend, or one substantially similar thereto, which BATL has read and understands:

“The securities represented by this certificate have not been registered under the Securities Act of 1933. The securities have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for these securities under the Securities Act of 1933 or an opinion of the Company’s counsel that registration is not required under said Act.”

(B) The legend endorsed on the certificate pursuant to Section 2.3(j)(A) hereof shall be removed and the Company shall issue a certificate without such portion of the legend to the holder thereof at such time as the securities evidenced thereby cease to be restricted securities upon the earliest to occur of (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) the securities shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, and (iii) such securities may be sold by the holder without restriction or registration under Rule 144(k) under the Securities Act (or any successor provision).

(k) Because of the restrictions imposed on resale, BATL understands that until such time as the BATL Securities have been registered under the Securities Act or BATL demonstrates to the reasonable satisfaction of the Company that such registration shall no longer be required, the Company shall have the right to note stop-transfer instructions in its stock transfer records, and BATL has been informed of the Company’s intention to do so.

(l) BATL acknowledges that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the BATL Securities and of making an informed investment decision.

ARTICLE THREE

COVENANTS

3.1 Covenants of the Company . On and after the Closing Date, the Company shall comply with each of the following provisions, any of which may be waived in whole or in part by the written consent of BATL only to the extent expressly stated thereon.

3.1.1 Election of Directors . From and after the Closing Date, for so long as BATL shall beneficially own (as determined under Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 10% of the outstanding shares of the common stock of the Company, BATL shall be entitled to nominate one director to the Board of Directors of the Company. The Company shall take all steps necessary to cause such nominee to be elected to the Board effective as of the Closing Date and re-elected, as applicable, to the Board at each election of the Board of Directors. In the event of the resignation or inability to serve of any such nominee, the vacancy thus created shall be filled by a nominee by BATL. If BATL shall at any time decline to nominate a director, a representative of BATL shall be entitled to attend all meetings of the Board and to be heard thereat, but not to vote (provided such representative shall agree in a writing reasonably satisfactory in form and substance to the Company to protect proprietary or confidential information of the Company). The failure for any reason by the Company to provide BATL with the right to place a director on the Board shall constitute a material breach of this Agreement.

3.1.2 Chief Executive Officer . Dwaine Reese shall agree, in form reasonably satisfactory to BATL, to remain as Chief Executive Officer of the Company for a period of two years from the Closing Date on terms and conditions comparable to those under which he presently serves as CEO.

3.1.3 Application of Proceeds . The proceeds of the Purchase Price shall be used by the Company as follows: (i) $1,000,000 to complete the purchase of RubyCat Technologies, provided such transaction is consummated; (ii) no more than $340,000 to repay certain outstanding debt of the Company and the Subsidiary; and (iii) the balance for working capital purposes. No commission, whether in cash or shares of stock of the Company, shall be paid or issued to any party in connection with the transaction contemplated by this Agreement and the Purchase Price paid by BATL. BATL is hereby granted the irrevocable, unconditional right (the “Put Option”), exercisable on one occasion only for a period of ninety (90) days following the earlier to occur of (i) the termination of any definitive agreement or letter of intent in respect of the RubyCat Transaction (as defined below) and (ii) if the Ruby Cat Transaction shall not yet have been consummated, ninety (90) days following the Closing Date (the earlier to occur of such events described in (i) and (ii), a “Triggering Event”), to sell to the Company up to 816,667 shares of Common Stock at a per share purchase price of $1.2245. BATL shall exercise such right by delivering a notice (the “Put Notice”) to the Company in accordance with Section 5.5 hereof specifying the number of shares BATL wished to sell to the Company and wire instructions to be used by the Company to transfer the requisite funds for the purchase of such shares. The Company shall have ten (10) business days from the date it receives such notice to pay for the number of shares specified in the notice. Contemporaneously with the receipt of such funds, BATL shall deliver certificates for the shares specified in the notice to the Company for cancellation. In the event that at the time of such sale BATL does not hold a certificate for the exact number of shares specified in the notice, BATL shall deliver to the Company a certificate or certificate(s) for more than the number of shares specified in the notice and the Company shall promptly issue to BATL a certificate representing the shares delivered by BATL in excess of the number of shares specified in the exercise notice. For the avoidance of doubt, in the event BATL shall fail to provide the Company with the Put Notice within ninety (90) days following written notice from the Company notifying BATL that a Triggering Event has occurred, BATL shall have no further rights hereunder to exercise the Put Option.

“RubyCat Transaction” means the proposed acquisition by the Company of Ruby Cat Technology, LLC, as disclosed in that certain Report on 8-K filed by the Company with the SEC on October 24, 2005.

3.1.4 Additional Financings . For such period of time commencing with the Closing Date and ending at the earlier of (i) twenty-four (24) months from the Closing Date, or (ii) the date BATL ceases to beneficially own (as determined under Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 10% of the outstanding shares of the capital stock of the Company, the Company will not, and will cause the Subsidiary not to, effect any equity or debt issuance or sale without the prior written consent of BATL other than (i) as a result of the exercise or conversion of any currently outstanding security pursuant to its current terms, (ii) other issuances which are contemplated as set forth in Schedule 2.1.8 under the heading “Other existing rights which may result in the issuance of stock of the Company”, (iii) up to 250,000 shares for services rendered, and (iv) up to an additional 700,000 shares underlying options granted pursuant to a stock option plan providing for an exercise price that is no less than the fair market value of a share of Common Stock at the time of grant.

3.1.5. Filings . The Company undertakes and agrees that it will make all required filings in connection with the sale of the BATL Shares and BATL Warrant to BATL as required by United States laws and regulations, or by any domestic securities exchange or trading market, and if applicable, the filing of a notice on Form D (at such time and in such manner as required by the Rules and Regulations of the Commission), and to provide copies thereof to BATL promptly after such filing or filings.

3.1.6. Reporting Status . So long as BATL beneficially owns any of the BATL Securities, the Company shall timely file all reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act and shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination.

3.1.7. Reservation of Common Stock . The Company will at all times have authorized and reserved for the purpose of issuance a sufficient number of shares of Common Stock to provide for the conversion of the exercise of the BATL Warrant.

ARTICLE FOUR

INDEMNIFICATION

A. Indemnification of BATL by the Company .

The Company hereby agrees to indemnify and hold harmless BATL, its affiliates and their respective officers, directors, partners, shareholders, employees, managers and members (collectively, the "Buyer Indemnitees"), from and against any and all losses, claims, damages, judgments, penalties, liabilities and deficiencies (collectively, "Losses"), and agrees to reimburse the Buyer Indemnitees for all out-of-pocket expenses (including the reasonable fees and expenses of legal counsel), in each case promptly as incurred by the Buyer Indemnitees and to the extent arising out of or in connection with:

1. any misrepresentation, omission of fact or breach of any of the Company's representations or warranties contained in this Agreement, the annexes, schedules or exhibits hereto or any instrument, agreement or certificate entered into or delivered by the Company pursuant to this Agreement; or

2. any failure by the Company to perform any of its covenants, agreements, undertakings or obligations set forth in this Agreement, the annexes, schedules or exhibits hereto or any instru¬ment, agreement or certificate entered into or delivered by the Company pursuant to this Agreement.

B. Indemnification of the Company by BATL .

BATL hereby agrees to indemnify and hold harmless the Company, its affiliates and their respective officers, directors, partners and members (collectively, the "Company Indemnitees"), from and against any and all Losses, and agrees to reimburse the Company Indemnitees for all out-of-pocket expenses (including the reasonable fees and expenses of legal counsel), to the extent arising out of or in connection with any breach of any of BATL’s representations or warranties contained in this Agreement, the annexes, schedules or exhibits hereto or any instrument, agreement or certificate entered into or delivered by BATL pursuant to this Agreement.

C . Third Party Claims . Promptly after receipt by either party hereto seeking indemnification pursuant to this Article 4 (an "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Article 4 is being sought (the "Indemnifying Party") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights and defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, out-of-pocket costs and expenses, (y) the Indemnified Party and the Indemnifying Party reasonably shall have concluded that representation of the Indemnified Party by the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of legal counsel for the Indemnified Party (together with appropriate local counsel). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnified Party from all liabilities with respect to such Claim or judgment.

D. Other Claims .

In the event one party hereunder should have a claim for indemnification that does not involve a claim or demand being asserted by a third party, the Indemnified Party promptly shall deliver notice of such claim to the Indemnifying Party. If the Indemnified Party disputes the claim, such dispute shall be resolved by mutual agreement of the Indemnified Party and the Indemnifying Party or by binding arbitration conducted in accordance with the procedures and rules of the American Arbitration Association. Judgment upon any award rendered by any arbitrators may be entered in any court having competent jurisdiction thereof.

ARTICLE FIVE

MISCELLANEOUS

5.1 Modification . This Agreement, the Registration Rights Agreement and the BATL Warrant Certificate set forth the entire understanding of the parties hereto with respect to the subject matter hereof, merges and supersedes all existing agreements between them concerning such subject matter, and may only be altered or amended by a written instrument duly executed by the party against whom such alteration or amendment is sought to be enforced.

5.2 Counterparts . This Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all the parties, notwithstanding that all parties are not signatories to the same counterpart.

5.3 Binding Effect and No Assignment . Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns. Neither party shall assign this Agreement or its rights and obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned.

5.4 Governing Law and Consent To Jurisdiction . This Agreement shall be governed and construed under the laws of the State of New York and, without limiting the applicability or effectiveness of the arbitration clause herein, the parties hereto consent to the jurisdiction of the State and Federal courts having jurisdiction over matters arising in New York County, New York.

5.5 Notice . All notices or other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made if and when delivered personally or by overnight courier to the parties at the following addresses, or sent by electronic transmission, with confirmation of receipt, to the telecopy numbers specified below: (or at such other address or telecopy number for the party as shall be specified by like notice):

If to the Company:

EnerTeck Corporation

10701 Corporate Drive

Suite 150

Stafford, Texas 77477

Attention: Dwaine Reese

Telecopier No.: (281) 240-1828

With a copy to:

Danzig Kaye Cooper Fiore & Kay, LLP

30A Vreeland Road, Suite 230

Florham Park, New Jersey 07932

Attn: David M. Kaye, Esq.

Telecopier No.: (973) 443-0609

If to BATL:

BATL BioEnergy LLC

7 Lakeside Drive

Rye, New York 10580

Attn: Thomas Donino

Telecopier No.: (914) 921-3495

With a copy to:

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

Attention: Elliot Press, Esq.

Telecopier No: (212) 940-6621

5.6 Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance hereof.

5.7 Waiver . No waiver by any party, whether express or implied, of any provision of this Agreement, or of any breach or default, shall constitute a waiver of a breach of a similar or dissimilar provision or condition at the same time or any prior or subsequent time.

5.8 Opportunity to Consult with Counsel . Each of the parties hereto represents, Warrant and covenants that it has had ample opportunity to consider entering into this Agreement and has had an opportunity to consult with counsel regarding this Agreement prior to executing the same. The parties further agree that any rule that provides that an ambiguity within a document will be interpreted against the party drafting such document shall not apply.

5.9 Brokers . The Company and the BATL represent and warrant to each other that they have not employed or dealt with any broker in connection with any transactions contemplated by this Agreement and shall save each other harmless from any and all claims at any time hereafter made for brokers’ or finders’ fees or commissions, which claim or claims arise out of any agreement alleged to have been made by any of them.

5.10 Headings . The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

5.11 Survival . The agreement, covenants, representations and warranties contained in this Agreement shall survive the execution of this Agreement and the delivery of the BATL Securities hereunder indefinitely.

5.12 Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach thereof (including, any claim based upon a state or federal statute) will be settled by arbitration, before three arbitrator(s) in accordance with the Commercial Rules of the American Arbitration Association then in effect and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The arbitrator(s) will be selected by the parties, from a panel of attorney arbitrators experienced with the securities industry. Any arbitration shall be held in New York, New York. Either party hereto may request that any decision of the arbitrator be a reasoned decision and set forth the findings of fact and conclusions of law upon which the award is based. Either party may request that the arbitrator will honor claims of privilege recognized under applicable law and will use best efforts to protect confidential information (including, issuing the protective order). The parties shall share equally the costs of the arbitration and each party shall bear its own attorneys’ fees. Either party, before or during or after any arbitration, may apply to a court having jurisdiction for a temporary, provisional or permanent restraining order or injunction relief to protect its interests. Neither party nor their representatives nor the arbitrator(s) may disclose the existence or results of any arbitration hereunder, without the express prior written consent of all parties, except that either party may disclose an arbitration award to confirm it or enforce it or to the extent required by law. Prior to initiation of arbitration, the aggrieved party will give the other party written notice, in accordance with this Agreement, describing the claim and amount as to which it intends to initiate arbitration. Any service of process shall be served on the other party pursuant to this Agreement or as otherwise permitted under applicable law.

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IN WITNESS WHEREOF , the parties have executed this Agreement as of the day and year first above written.

ENERTECK CORPORATION

By: /s/ Dwaine Reese

Name: Dwaine Reese

Title: Chief Executive Officer

BATL BIOENERGY LLC

By: /s/ Thomas Donino

Name: Thomas Donino

Title: President

EX-99.1

ENERTECK CORPORATION

10701 Corporate Drive, Suite 150, Stafford, Texas 77477

For Release

IMMEDIATE

BATL BioEnergy LLC INVESTS $3,000,000 IN ENERTECK CORPORATION

Contact:

Dwaine Reese

Chief Executive Officer

(281) 240-1787

Stafford, Texas : December 9, 2005 . EnerTeck Corporation (ETCK - OTCBB) today announced that it has completed a $3,000,000 private equity financing from a new investor, BATL BioEnergy LLC. The proceeds from the financing will be used for general corporate purposes including funding the previously announced proposed acquisition of Ruby Cat Technology, the manufacturer of EnerBurn, the Company’s flagship product. Further, the Company will retire outstanding debt and payables and add to its sales and marketing staff. Additional use of proceeds from this financing may include funding of new project development.

In consideration for the financing, the Company issued the investor 2,450,000 shares of the Company’s Common Stock and issued the investor a 5-year warrant entitling the investor to acquire another 1,000,000 shares at $2.00 per share, which will net the Company a further $2,000,000 if exercised. Thomas Donino, President of BATL BioEnergy LLC, has also been appointed to the Board of Directors of the Company.

Dwaine Reese, CEO of EnerTeck, said: “I am pleased that an investor as sophisticated as BATL has decided to move ahead with its investment in our Company. We are pleased to have significantly enhanced our cash and liquidity position as a result of this investment and coupled with the additional cash forthcoming from warrant exercise; we do not anticipate any further offerings for some time. We believe that the validation of our business model through the rigorous due diligence process, coupled with successful proof of performance tests completed by large commercial consumers of diesel fuel, place EnerTeck at the forefront of energy technology companies globally. I look forward to moving ahead with developing sales and new markets for our product.”

EnerTeck Corporation, through its wholly owned subsidiary, EnerTeck Chemical Corp., specializes in the sales and marketing of a fuel borne catalytic engine treatment for diesel engines known as EnerBurn(tm).

Statements contained herein that are not based upon current or historical fact are forward-looking in nature. Such forward-looking statements reflect the Company's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate”, “believe”, “estimate”, “plan”, “intend” and “expect” and similar expressions, as they relate to EnerTeck Corporation., or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, such factors discussed in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2004. Except as required by the Federal Securities law, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or for any other reason.