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Employment Agreement - EnerTeck Chemical Corporation and V. Patrick Keating
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                              EMPLOYMENT AGREEMENT

                                     Between

                            ENERTECK CHEMICAL COMPANY

                                       And

[-                             VERNON PATRICK KEATING

         This Employment Agreement (the "Agreement") is made and entered into to
be effective the 1st day of August, 2003 (The Effective Date) by and between
EnerTeck Chemical Corporation, a Texas corporation, (the "Company") and V.
Patrick Keating ("Employee").

WITNESSETH:

         WHEREAS, Employee is an experienced professional and because of whose
educational background, skill and expertise in the field of manufacturing,
marketing, business development, engineering, management and the like and which
skill and expertise would be valuable to the Company,

         WHEREAS, the Company desires to employ the Employee and the Employee
desires to be employed by the Company; and

         WHEREAS, Employee and the Company desire to set forth the terms and
conditions of Employee's employment with the Company.

         NOW, THEREFORE, and in consideration of the premises and of the full
and faithful performance of the respective agreements herein contained, the
parties hereto do mutually covenant and agree with each other as follows:

         1.       Employment. The Company agrees to employ Employee as Executive
Vice President and Employee accepts such employment upon the terms and
conditions hereinafter set forth. The Employee shall report directly to the
President or COO.

         2.       Term. The term of this Agreement shall be for a period of
thirty-six (36) months from the Effective Date (August 1, 2003).

         3.       Compensation

                  (a) In the interim period between the Effective Date of this
                  Agreement and such time that the Company generates sufficient
                  cash flow to support executive compensation for its
                  executives, the Company agrees to pay Employee a wage of
                  seventy-two thousand ($72,000) per annum.

                  (b) If and when the Company generates sufficient cash flow to
                  pay executive compensation to its executives as determined
                  solely by the Board of Directors, then the Employee's minimum
                  annual base salary shall be increased to $125,000 per year,
                  payable in equal bi-weekly payments on the regular paydays of
                  the Company for the remainder of this Agreement.

                  (c) Stock Options. The Company will create an Employee Stock
                  Option Plan during the three (3) year term of this Agreement
                  and in addition to


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Employment Agreement - EnerTeck Chemical Corporation and V. Patrick Keating
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                  the provisions in items 3(a) and 3(b) above, the Employee will
                  be granted options to purchase common shares of Company stock
                  consistent with said Company Employee Stock Option Plan.

                  (d)Benefits. In addition to the items 3(a) - (c), Employee
                  shall be entitled to participate in any group employee benefit
                  program of the Company, including medical insurance and 401(k)
                  programs, if the Company creates and institutes any such plan
                  in its sole discretion.

                  (e)Vacations. Employee shall also be entitled to four (4)
                  weeks vacation time during each calendar year. The dates of
                  vacation time are subject to Company approval.

         4. Duties. During the term of this Agreement, Employee shall serve the
Company in the position of Executive Vice President of Business Development and
shall perform such duties as is consistent with that position, and as may be
delegated or assigned to him from time to time by the Company.

         5. Extent of Services. The Employee shall devote his full ability,
attention and energy to the Company's business during the term of this Agreement
and the necessary time required to conduct the Company's business.

         6. Expenses. Employee is authorized to incur reasonable expenses in
promoting the business of the Company and will be reimbursed by the Company for
approved expenses in accordance with the Company's normal practice upon
submission of required documentation.

         7.Office: The Company and the Employee agree that the Employee, if the
Employee's principal residence is in a city other than Houston, Texas, the
Employee, at the Employee's option, may choose to office at a location other
than the Company's designated office location, and that the Company shall not be
obligated to compensate or reimburse Employee for any travel or office expenses
(including rent) which arise from the Employee's decision to office in a
location other than the Company designated office location.

         8. Termination. This Agreement may be terminated in accordance with any
one of the following provisions:

         (a)      Voluntary. Employee may terminate this Agreement at any time
                  during the term of this Agreement by giving thirty (30) days
                  written notice of termination to the Company

         (b)      Death and Disability. If Employee should die or become 100%
                  physically disabled to work or perform his duties, the salary
                  due at that time shall continue for a period of three months
                  time and any unvested portions of all stock options shall vest
                  in full.

         9. Severance. The Company can terminate this Agreement by giving
Employee thirty (30) days written notice, but only in the event the Employee's
conduct constitutes gross misfeasance, nonfeasance, and/or malfeasance. This
termination notification will only be issued after consideration by and approval
of the Board of Directors.

         10. Non-Competition and Confidentiality Agreement

                  (a)      Purpose: In connection with the limited protection
                           afforded the Company by the covenants contained in
                           this Paragraph, Employee


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                           recognizes and acknowledges that the Company's need
                           for the following covenants is base upon: (i) The
                           Company has expended and will expend substantial
                           time, money and effort in developing concepts,
                           products and technology in its lines of business and
                           valuable lists of customers and information relating
                           to its business requirements, needs, patterns and
                           procedures; (ii) Employee in the course of
                           employment, will be entrusted with and exposed to the
                           Company's trade secrets and other proprietary and
                           confidential information; (iii) The Company, during
                           the term of this Agreement and thereafter, will be
                           engaged in a highly competitive industry in which
                           many firms, including the Company compete; (iv)
                           Employee could by utilizing the trade secrets or
                           other proprietary and confidential information owned
                           by the Company, become a competitor or be employed by
                           or otherwise assist a competitor; and (v) the Company
                           will suffer great loss if Employee were to terminate
                           this Agreement and thereafter enter, directly or
                           indirectly, into competition with the Company.

                  (b)      Non-Competition Agreement. During the term of
                           employee's employment with the Company and for a
                           period to two (2) years thereafter, as part
                           consideration for the above referenced options, if
                           any, Employee agrees not to, directly or indirectly,
                           acting alone or in conjunction with others, except
                           with the express written permission of the Company
                           secured in advance:

                           (i)      invest, own (in whole or in part) be
                                    employed by, consult with, be a stockholder,
                                    officer, director, partner or representative
                                    of, or engage in any business which designs,
                                    manufactures, uses or sells, technology or
                                    conducts any business in direct competition
                                    with the Company or any of its subsidiaries
                                    or affiliates during the term hereof:

                           (ii)     solicit or contact customers of the Company
                                    for purposes other than the business of the
                                    Company:

                           (iii)    solicit, canvas or accept, or transact any
                                    other business in the same lines of business
                                    as Company:

                           (iv)     induce or attempt to influence any employee
                                    of Company to terminate his or her
                                    employment; or

                           (v)      disparage by word, action or otherwise the
                                    business reputation of the Company.

                  (c)      Confidentiality Agreement. During the term of this
                           Agreement and following the termination hereof, and
                           for a period of five years thereafter the Employee
                           agrees not to disclose or make any use, for his own
                           benefit or for the benefit of a business or entity
                           other than the Company or its subsidiaries or
                           affiliates of any information or data of or
                           pertaining to the Company, its business and financial
                           affairs, or its products or services which is treated
                           as confidential by the Company and is not generally
                           known within its trade, which was acquired by
                           Employee during his affiliation with the Company.

                  (d)      Independent Agreement. All agreements made in this
                           Paragraph shall be construed as agreements
                           independent of any other provision herein, and the
                           existence of any claim, cause of action or defense of

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                           Employee as against the Company predicated on this
                           Agreement, or otherwise, shall not constitute a
                           defense to the Company's enforcement of such
                           agreement. The covenants and agreements of Employee
                           contained herein shall survive the termination or
                           expiration of this Agreement.

                  (e)      Equitable Remedies. Employee further acknowledges and
                           understands that his services are of a special and
                           unique nature, therefore the breach of this agreement
                           cannot be adequately or accurately compensated for in
                           damages by an action at law, and that the breach or
                           threatened breach of any provisions of this agreement
                           would cause the Company irreparable harm. In the
                           event of any such breach, Employee agrees that the
                           Company shall be entitled, as a matter of right, to
                           injunctive and other equitable relief, without
                           waiving any other rights which it may have to damages
                           or otherwise under this Agreement.

                  (f)      Nature of Restrictions. Employee hereby specifically
                           acknowledges and agrees that the temporal and other
                           restrictions contained in this Paragraph are
                           reasonable and necessary to protect the business and
                           prospects of the Company, and that the enforcement of
                           the provisions of this Paragraph will not work an
                           undue hardship on him.

                  (g)      Survival. Employee further agrees, in the event that
                           any provision of this Paragraph is held to be invalid
                           or against public policy, the remaining provisions of
                           this Paragraph and the remainder of this Agreement
                           shall not be affected thereby.

         11. Inventions and Patents. Employee agrees that any inventions,
designs, improvements, and/or discoveries made by Employee during the term of
his employment solely or jointly with others, which (i) are made directly or
indirectly using the Company's equipment, supplies, facilities, trade secrets,
or time (ii) related at the time of conception or reduction to practice of the
business of the Company and/or the Company's actual or anticipated research and
development, or (iii) result from any work performed by Employee for the
Company, shall be the exclusive property of the Company. Employee agrees that he
will promptly and fully inform and disclose to the Company all such inventions,
designs, improvements, and discoveries, and Employee promises to assign such
inventions to the Company. Employee also agrees that the Company shall have the
right to keep such inventions as trade secrets, if the Company chooses. Employee
shall assist the Company in obtaining patents in the United States and in all
foreign countries on all inventions, design, improvements, and discoveries
deemed patentable by the Company and shall execute all documents and do all
things necessary to obtain Letters Patents to vest the Company with full and
extensive titles to the patents and will assist the Company to protect the
patents against infringement by others. For purposes of this Paragraph, an
invention is presumed if it relates at the time of conception or reduction to
practice of the business of the Company or the Company's actual or anticipated
research or development during the period of Employee's employment. It is to be
understood that specifically excluded from the above ownership or

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Employment Agreement - EnerTeck Chemical Corporation and V. Patrick Keating
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governance by the Company are Employee's ownership and inventive concepts,
related to Employee's equity interest in WaxTech International, Inc., a Texas
corporation engaged in the businesses of wax and chemical manufacturing and
marketing, intellectual property development, international business
development, agricultural products, and crude oil refining. The above exception
is only applicable if the WaxTech activities are not in competition with those
activities of EnerTeck Chemical Corporation. Any and all WaxTech activities that
precede the Effective Date of this Agreement are expressly the exclusive
property of WaxTech and are excluded from any ownership or governance of the
Company.

          12. Indemnification of Officers and Employees. The Company shall
indemnify, protect and hold Employee harmless from any and all claims and legal
actions against the Company including but not limited to product liability
claims, shareholder or government claims, fines, penalties, or legal actions; or
any other tort or action against the Employee as a result of Employee's
employment by Company. Company does not presently carry officer and director
liability insurance, but will purchase such insurance commensurate with the
business(es) undertaken by the Company when cash flow is sufficient to pay the
premiums therefor.

          13. Notices. Any notices, demands, or requests provided for, required
or permitted to be given pursuant to this Agreement shall be deemed to have been
properly given if in writing and given to the party personally or if it is sent
by registered mail, postage prepaid, to the following addresses:

         TO EMPLOYEE:                           TO THE COMPANY:

          V.  Patrick Keating                   EnerTeck Chemical Corporation
          403 Briar Park                        10701 Corporate Dr 293
          Houston, Texas 77042                  Stafford, TX 77477

          14. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto relative to the subject matter hereof and supersedes any
prior negotiations or agreements between the parties.

          15. Benefit. This Agreement shall bind and inure to the benefit of the
parties, their successors, assigns, heirs and personal representatives.

          16. Assignment. This Agreement is personal in nature to the Employee
and shall not be assignable or delegable voluntarily or by operation of law or
otherwise by the Employee, without the consent of the Company.

          17. Amendment. This Agreement shall not be changed, modified,
supplemented or amended, in whole or in part except by an instrument in writing
signed by the parties hereto or their respective successors or assigns, or
otherwise as provided herein.

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         18. Severability. In the event that any one or more of the provisions
of this Agreement are for any reason, held to be illegal, invalid, or
unenforceable under present or future laws during the term hereof, such
provision shall be fully severable and this Agreement and each separate
provision hereof shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement and the
remaining provisions of this Agreement shall remain in full force and effect and
shall not be affected by the illegal, invalid, or unenforceable provision or by
its severance from this Agreement.

         19.Applicable Law. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled any applicable Court
of Law presiding in Harris County, Texas, United States. In respect to any such
legal proceedings, the prevailing party shall be entitled to receive, in
addition to any other remedy, all costs and expenses incurred in such
proceedings, including reasonable attorney's fees.

IN WITNESS WHEREOF the parties have executed this Agreement on the day and year
as noted.


EnerTeck Chemical Corporation                            EMPLOYEE


By:  s/s                                     s/s
     ----------------------------            -----------------------------------
Dwaine D. Reese                              V. Patrick Keating
Chairman and COO

Date: 3/24/03                                Date: 7/25/03
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