ETCK form10ksb 12-31-2005 EX 4.4


    
      Exhibit
        4.4

      


      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

      


      ____________
        Warrants
        for the Purchase of ___________ Shares of

      Common
        Stock, par value $0.001 per share

      


      


      No.
        W-___         
        ________ Shares

      


      THIS
        CERTIFIES that, for value received, ____________ (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. 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 $______
        per
        share (“Exercise Price”), during the period commencing as of the date hereof and
        expiring at 11:59 p.m., Eastern Time, on ______________ (“Exercise
        Period”). 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 $____
        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



      
        
           

        

        
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      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, 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.


      
        
           

        

        
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      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.


      
        
           

        

        
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      (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.


      
        
           

        

        
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      (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.


      
        
           

        

        
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      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. (a) Subject
        to the provisions of this Section 9, if at any time the Company proposes to
        file a registration statement under the Act covering its shares of Common
        Stock
        (other than a registration statement filed under Form S-4 or Form S-8 or
        any
        successor forms of the Securities and Exchange Commission (the “Commission”)),
        it shall give to each holder of Warrants and/or Shares, notice of such proposed
        registration (and a description of the form and manner and other relevant
        facts
        involved in such proposed registration) at least 60 days prior to the filing
        of
        the registration statement and shall afford each such holder who gives the
        Company written notice not less than 15 days prior to such filing that such
        holder then proposes to sell or distribute publicly all or any portion of
        the
        Shares then held, or to be held upon exercise of such Warrants, the opportunity
        to have such shares included in the securities registered under the registration
        statement; provided, however, that following the giving of notice of its
        intention to register its securities and prior to the effective date of the
        registration statement filed in connection with such registration, the Company
        may determine, at its election, not to register any securities pursuant to
        such
        registration, and immediately thereon give written notice of such determination
        to each such holder who requested the registration of its securities and,
        thereupon, shall be relieved of its obligations to register any securities
        in
        connection with such registration; and, provided further, that prior to the
        effective date of the registration statement, any holder who has given the
        Company written notice of its desire to have its shares included in the
        securities to be registered under the registration statement (an “Electing
        Holder”) may determine not to include all or some of such shares in such
        registration by providing written notice of such determination to the Company.
        All expenses, disbursements and fees (including, without limitation, fees
        and
        expenses of counsel, auditing fees, printing expenses, registration and filing
        fees and blue sky fees and expenses, but excluding any underwriting fees,
        discounts or commissions) incurred in connection with the registration by
        the
        Company of any shares for any such holder under this Section 9(a) shall be
        borne
        by the Company.

      


      (b) If
        a
        registration pursuant to Section 9(a) involves an underwritten offering and
        the
        managing or lead underwriter advises the Company in writing (with a copy
        to each
        holder of Warrants and/or Shares that has requested registration) that, in
        its
        good faith opinion, the number of shares proposed to be included in such
        offering exceeds the number of shares that can reasonably be sold in (or
        during
        the time of) such offering or otherwise would materially and adversely affect
        its ability to effect such offering upon the terms proposed, then the Company
        will include in such registration the maximum number of securities that the
        Company is so advised should be included in such offering, and the Company,
        all
        Electing Holders and all other holders of securities proposing to register
        shares in such offering shall share pro
        rata
        in the
        number of shares of securities to be so excluded from such offering, with
        such
        sharing to be based upon the respective number of shares of securities as
        to
        which registration has been requested by each such party.


      
        
           

        

        
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      (c) In
        connection with any registration under the Act and state securities laws
        pursuant to this Section 9, the Company shall furnish each holder whose
        shares are registered thereunder with copies of the registration statement
        and
        all amendments thereto and will supply each such holder with copies of any
        preliminary and final prospectus included therein in such quantities as may
        be
        necessary for the purposes of such proposed sale or distribution that the
        holder
        or holders may reasonably request.

      


      (d) In
        connection with any registration of shares pursuant to this Section 9, the
        Electing Holders whose shares are being registered shall furnish the Company
        with such information concerning such Electing Holders and the proposed sale
        or
        distribution as shall be required for use in the preparation of such
        registration statement and applications.  

      


      (e) (i)
         The
        Company shall indemnify and hold harmless each holder of Common Stock registered
        pursuant to this Agreement with the Commission, or under any state securities
        law or regulation, and each such holder’s officers, directors, employees and
        agents and each person, if any, who controls such holder within the meaning
        of
        either Section 15 of the Act or Section 20 of the Securities Exchange Act
        of
        1934, as amended (the “Exchange Act”), against any losses, claims, damages or
        liabilities, joint or several to which such holder or such other person may
        become subject under the Act or otherwise, but only to the extent that such
        losses, claims, damages or liabilities (or actions in respect thereto) arise
        out
        of or are based upon an untrue statement or alleged untrue statement of a
        material fact contained in any preliminary prospectus, registration statement,
        prospectus or any amendment or supplement thereto, or arise out of or are
        based
        upon the omission or alleged omission to state therein a material fact required
        to be stated therein or necessary to make the statements therein not misleading,
        and will reimburse each such holder for any legal or other expenses reasonably
        incurred by such holder in connection with investigating or defending any
        such
        action or claim; provided,
        however, that
        the
        Company shall not be liable in any such case to the extent that any such
        loss,
        claim, damage or liability arises out of or is based upon an untrue statement
        or
        alleged untrue statement or omission or alleged omission (x) made in any
        such document in reliance upon and in conformity with written information
        with
        respect to such holder furnished to the Company by such holder expressly
        for use
        therein or (y) made in any preliminary prospectus if (A) such holder failed
        to send or deliver a current copy of the prospectus to the person asserting
        any
        such loss, claim, damage, or liability with or prior to the delivery of written
        confirmation of the sale of the securities concerned to such person, (B)
        it is
        determined that it was the responsibility of such holder to provide such
        person
        with a current copy of the prospectus, and (C) such current copy of the
        prospectus would have completely corrected such untrue statement or
        omission.

      


      (ii) Each
        holder of Common Stock registered pursuant to this Agreement will indemnify
        and
        hold harmless the Company and the Company’s officers, directors, employees and
        agents and each person, if any, who controls the Company within the meaning
        of
        either Section 15 of the Act or Section 20 of the Exchange Act, against any
        and
        all losses, claims, damages or liabilities, joint or several, to which the
        Company or such other person may become subject under the Act or otherwise,
        insofar as such losses, claims, damages or liabilities (or actions in respect
        thereof) arise out of or are based upon an untrue statement or alleged untrue
        statement of a material fact contained in any preliminary prospectus,
        registration statement or prospectus, or any amendment or supplement thereto,
        or
        arise out of or are based upon the omission or alleged omission to state
        therein
        a material fact required to be stated therein or necessary to make the
        statements therein not misleading, and will reimburse the Company and such
        other
        persons for any legal or other expenses reasonably incurred by any of them
        in
        connection with investigating or defending any such action or claim, in each
        case to the extent, but only to the extent, that such untrue statement or
        alleged untrue statement or omission or alleged omission was made in any
        such
        document, in reliance upon and in conformity with written information with
        respect to such holder furnished to the Company by such holder expressly
        for use
        therein.


      
        
           

        

        
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      (iii) Promptly
        after receipt by an indemnified party under Sections 9(e)(i) or (ii) of notice
        of the commencement of any action, such indemnified party shall, if a claim
        in
        respect thereof is to be made against the indemnifying party under either
        such
        section, notify the indemnifying party in writing of the commencement thereof;
        provided,
        however, that
        the
        failure or delay of any indemnified party to give notice as provided herein
        shall not relieve the indemnifying party of its obligations under this Section
        9(e), except to the extent that the indemnifying party is materially prejudiced
        by such failure or delay to give notice. In case any such action shall be
        brought against any indemnified party and it shall notify the indemnifying
        party
        of the commencement thereof, the indemnifying party shall be entitled to
        assume
        the defense thereof with counsel reasonably satisfactory to the indemnified
        party by notice in writing to the indemnified party. After receipt of written
        notice from the indemnifying party to such indemnified party of its election
        to
        assume the defense thereof, the indemnifying party shall not, except as set
        forth in the following sentence, be liable to such indemnified party under
        either of such sections for any legal expenses of other counsel or any other
        expenses, in each case subsequently incurred by such indemnified party, in
        connection with the defense thereof other than reasonable costs of investigation
        incurred prior to the assumption by the indemnifying party. The preceding
        sentence notwithstanding, the indemnified party shall have the right to employ
        its own counsel and direct its defense, with the fees and expenses of such
        counsel and such other expenses related thereto to be borne by the indemnifying
        party, if the indemnified party shall have reasonably concluded that there
        may
        be defenses available to it which are different from or additional to those
        available to the indemnifying party. The indemnifying party shall not be
        liable
        for any settlement of any claim or action effected without its written consent,
        which consent shall not be unreasonably withheld.

      


      (iv) If
        the
        indemnification provided for in this Section 9(e) is unavailable or insufficient
        to hold harmless an indemnified party under Sections 9(e)(i) or (ii) above
        (other than by reason of exceptions provided in such sections) in respect
        of any
        losses, claims, damages or liabilities (or actions in respect thereof) referred
        to therein, then each indemnifying party shall contribute to the amount paid
        or
        payable by such indemnified party, as a result of such losses, claims, damages
        or liabilities (or actions in respect thereof) in such proportion as is
        appropriate to reflect the relative benefits received by the Company and
        the
        holder or holders from this Agreement and from the offering of the shares
        of
        Common Stock. If, however, the allocation provided by the immediately preceding
        sentence is not permitted by applicable law, then each indemnifying party
        shall
        contribute to such amount paid or payable by such indemnified party in such
        proportion as is appropriate to reflect not only such relative benefits but
        also
        the relative fault of the Company and the holders in connection with the
        statements or omissions which resulted in such losses, claims, damages or
        liabilities (or actions in respect thereof), as well as any other relevant
        equitable considerations. The relative fault shall be determined by reference
        to, among other things, whether the untrue or alleged untrue statement of
        a
        material fact or the omission or alleged omission to state a material fact
        relates to information supplied by the Company or the holder and the parties’
relative intent, knowledge, access to information and opportunity to correct
        or
        prevent such statement or omission. The Company and the holders agree that
        it
        would not be just and equitable if contribution pursuant to this Section
        9(e)(iv) were determined by pro rata allocation (even if the holders were
        treated as one entity for such purpose) or by any other method of allocation
        which does not take into account the equitable considerations referred to
        above
        in this Section 9(e)(iv). Except as provided in Section 9(e)(iii), the amount
        paid or payable by an indemnified party as a result of the losses, claims,
        damages or liabilities (or actions in respect thereof) referred to above
        in this
        Section 9(e)(iv) shall be deemed to include any legal or other expenses
        reasonably incurred by such indemnified party in connection with investigating
        or defending any such action or claim. No person guilty of fraudulent
        misrepresentation (within the meaning of Section 11(f) of the Act) shall
        be
        entitled to contribution from any person who was not guilty of such fraudulent
        misrepresentation. Notwithstanding any provision in this Section 9(e) to
        the
        contrary, no Holder shall be liable for any amount, in the aggregate, in
        excess
        of the net proceeds to such Holder from the sale of such holder’s Shares giving
        rise to such losses, claims, damages or liabilities.


      
        
           

        

        
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      (v) The
        obligations of the Company under this Section 9(e) shall be in addition to
        any
        liability which the Company may otherwise have at law or in equity.


      


      10. Unless
        registered pursuant to the provisions of Section 9 hereof, the Shares issued
        upon exercise of this Warrant shall be subject to a stop transfer order and
        the
        certificate or certificates evidencing such Shares shall bear the following
        legend, or one substantially similar thereto:

      


      “THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES 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.”

      


      11. 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.

      


      12. 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.

      


      13. The
        Company may by notice to the holders of the Warrants make any changes or
        corrections in the Warrants (i) that it shall deem in good faith
        appropriate to cure any ambiguity or to correct any defective or inconsistent
        provision or manifest mistake or error contained in the Warrants; or
        (ii) that it may deem necessary or desirable and which shall not adversely
        affect the interests of the holders of Warrants; provided,
        however,
        that
        the Warrants shall not otherwise be modified, supplemented or altered in
        any
        respect except with the prior written consent of the Holder.

      


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

      


      


      Dated:
        __________________

      


      ENERTECK
        CORPORATION

      


      


      By:

      Name: 

      Title: 

      



      
        
           

        

        
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      EXHIBIT
        A

       

      


      


      ENERTECK
        CORPORATION

      


      EXERCISE
        FORM

      


      (To
        be
        completed and signed only upon exercise of the Warrants)

      


      To: EnerTeck
        Corporation

      10701
        Corporate Drive, Suite 150

      Stafford,
        Texas 77477

      


      Attention:
        Secretary

      


      


      


      The
        undersigned hereby exercises his or its rights to purchase ___________ Shares
        covered by the within Warrant and tenders payment herewith in the amount
        of
        $_________ in accordance with the terms thereof, and requests that certificates
        for such securities be issued in the name of, and delivered to:

      


      


      


      (Print
        Name, Address and Social Security

      or
        Tax
        Identification Number)

      


      and,
        if
        such number of Shares shall not be all the Shares covered by the within Warrant,
        that a new Warrant for the balance of the Shares covered by the within Warrant
        be registered in the name of, and delivered to, the undersigned at the address
        stated below.

      


      


      Dated:
        ____________, ________  Name: 

      (Please
        Print)

      Address:  

      


      


      (Signature)

       

      


       


      
        
           

        

        
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      EXHIBIT
        B

       

      


      


      ENERTECK
        CORPORATION

      


      FORM
        OF ASSIGNMENT

      


      (To
        be
        executed by the registered holder if such holder desires to transfer the
        attached Warrant.)

      


      To: EnerTeck
        Corporation

      10701
        Corporate Drive, Suite 150 

      Stafford,
        Texas 77477

      


      Attention:
        Secretary

      


      FOR
        VALUE
        RECEIVED, _______________ hereby sells, assigns, and transfers unto
        _______________ that certain Warrant (Number W-______) to purchase __________
        shares of Common Stock, par value $0.001 per share, of EnerTeck Corporation
        (the
“Company”), together with all right, title, and interest therein, and does
        hereby irrevocably constitute and appoint ________________________ attorney
        to
        transfer such Warrant on the books of the Company, with full power of
        substitution.

      


      Dated:
           

      


      Signature:
        

      


      


      Notice:

      


      The
        signature on the foregoing Assignment must correspond to the name as written
        upon the face of this Warrant in every particular, without alteration or
        enlargement or any change whatsoever.

      



      
        
           

        

        
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