##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC 20549FORM 10-K
  ANNUAL
    REPORT
    PURSUANT TO SECTIONS 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934for the fiscal year ended
    February 27, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission File Number 1-10655
 ENVIRONMENTAL TECTONICS
    CORPORATION
       Pennsylvania

23-1714256(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   125 James Way
 County Line Industrial Park
 Southampton, Pennsylvania 18966
      (Address of principal executive
    offices, Zip Code)
  Registrants telephone number, including area code
    (215) 355-9100
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $.05 per share

American Stock Exchange  Securities registered pursuant to Section 12(g) of
    the Act:
 None
  o þ
  o þ
  þ o
  o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ   Rule 12b-2 o þ
      Index to
    Exhibits appears after page 39 of this Report.
  (1)
    The information provided is not an admission that any person
    whose holdings are excluded from the figure is not an affiliate
    or that any person whose holdings are included is an affiliate
    and any such admission is hereby disclaimed. The information
    provided is solely for record keeping purposes of the Securities
    and Exchange Commission.




---



##### 





ENVIRONMENTAL
    TECTONICS CORPORATION
    ANNUAL REPORT ON
    FORM 10-K
    FOR THE FISCAL YEAR ENDED
    FEBRUARY 27, 2009
   TABLE OF
    CONTENTS
   
 PART I


2Item 1.


Business


2Item 1A.


Risk Factors


7Item 2.


Properties


14Item 3.


Legal Proceedings


15Item 4.


Submission of Matters to a Vote of Security Holders


16PART IIItem 5.


Market for the Registrants Common Stock and Related
    Security Holder Matters


16Item 7.


Managements Discussion and Analysis of Financial Condition
    and Results of Operations


17Item 8.


Financial Statements and Supplementary Data


17Item 9.


Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure


17Item 9A.


Controls and Procedures


17PART IIIItem 10.


Directors and Executive Officers of the Registrant


18Item 11.


Executive Compensation


22Item 12.


Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters


27Item 13.


Certain Relationships and Related Transactions and Director
    Independence


28Item 14.


Principal Accounting Fees and Services


35PART IVItem 15.


Exhibits and Financial Statement Schedules


36SIGNATURES


39EXHIBIT INDEX


40EXHIBIT 13


1Managements Discussion and Analysis of
    Financial Condition and Results of Operations


2Report of Independent Registered Public
    Accounting Firm


14Consolidated Balance Sheets


15Consolidated Statements of Operations


16Consolidated Statements of Changes in
    Stockholders Deficiency


17Consolidated Statements of Cash Flows


18Notes to the Consolidated Financial Statements


19    Form 10-K,
 i




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##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
  Form 10-K
  Form 10-K,
       1




---



##### Table of Contents



PART I  Item 1.
    Business    Marketing
    Product
    Development
      Tactical
    Flight Combat and G-force/Disorientation
    Trainers
    Upset
    Recovery Training
     2




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##### Table of Contents



Form 10-K,
  Advanced
    Disaster Management Simulator (ADMS)
          Subsidiaries
    Suppliers
     3




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##### Table of Contents



Patents
    and Trademarks
  Patents:
    Patent No.

Title

Expiration Date6,818,178 B2

Method for High Vacuum Sterilization of Closures

February 8, 2022   Trademarks:
    BARA-MED®
    Reg. No. 1,267,016

Medical Hyperbaric ChamberETC®

    Reg. No. 1,298,508

Logo for Environmental Tectonics CorporationGAT-II®

    Reg. No. 2,602,364

General Aviation TrainerG-LAB®

    Reg. No. 1,540,289

Human Centrifuge/USAF TypeG-POINTING®

    Reg. No. 3,424,619

Motion control algorithm feature; namely, a feature of Flight
    Simulators that duplicates G-force effects experienced during
    tactical flight in Class 9.GYROLAB®

    Reg. No. 1,454,987

Spatial Disorientation DeviceMRC Monster Roll
    Cage®

    Reg. No. 3,001,401

Interactive Simulator in the Nature of an Amusement Ride Machine
    that incorporates Virtual Reality EffectsNASTAR®

    CENTER
    Reg. No. 3,370,892

The National Aerospace Training & Research CenterTHE RIDE
    WORKS®

    Reg. No. 2,618,917

(Facility for) Manufacture of Amusement and Entertainment Rides
    to the order and specification of others.     ADMStm

Advanced Disaster Management SimulatorATFStm

Authentic Tactical Fighting SystemAuthentic
Tactical Fighting
Systemtm

Authentic Tactical Fighting SystemBARA-LABtm

Hyperbaric Chamber (other than medical)ATFS-400 (stylized)

Authentic Tactical Fighting SystemBARAPRESStm

Hyperbaric Chamber SoftwareBIG
MACtm

Entertainment ride based on a multi-armed Centrifuge DeviceCAStm

Conditioned Air SupplyDMItm

Disaster Management InstituteEAGLE-VISIONtm

Visual Performance/Procedures TrainerEPCtm

Engine Pressure Controller/Environmental SystemETCtm

ETC Biomedical Systems (Stylized ETC with
    caduceus.)ETCtm

Entertainment Technology Corporation (Stylized
    ETC and name in color.) 4




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##### Table of Contents



G-FETtm

Human Centrifuge (U.S. Navy type)G-FET-IItm

Human Centrifuge (Malaysian Air Force type)G-MAStm

Missile Avoidance System (Centrifuge feature)GL-6000tm

Disorientation DeviceGRAPH
MASTER
PROGRAMMERtm

Industrial Sterilizer ControlGUARDIAN
MONITORING
PACKAGEtm

GMP features for SterilizersGYRO-1tm

Multi-purpose basic Instrument Flight TrainerGYRO-SATtm

Situational Awareness Trainer (feature of a Gyrolab)GYROSIMtm

Gyrolab as a SimulatorLANE
MASTERtm

Automobile Emissions AnalyzerMACtm

Entertainment Ride based on a Multi-Armed Centrifuge DeviceOASIStm

Software-driven tool to build Test and Training Systems and
    scoring them; curriculum development, capability assessment, etc.O.S.C.A.R.tm

Operating System for Control RecordkeepingPhoenixtm

High fidelity, interactive, virtual tactical air combat
    maneuvering flight simulator that is integrated into a
    state-of-the-art
    high performance centrifuge motion platform.ProFlyertm

Commercial Flight and Navigational Procedures Trainer meeting
    European regulations for civilian pilot training and
    certificationPRO-GENESIStm

Control Unit/column for SterilizersProTrainertm

Commercial Instrument Procedures Trainer meeting FAAs
    PCATD requirementsSENTRY
84tm

Automobile Emissions AnalyzerSMOOTH
RIDEtm

Computer Control Profile for Hyperbaric ChambersTACModuletm

Tactical Aircraft Configuration ModuleTNETtm

and/or TRAINING
NETtm

Computer Software for training emergency personnel in
    firefighting, disaster management, etc.TESStm

Total Emissions Suppression System, EtO SterilizerThrills
Without
Illstm

Describing ETCs entertainment rides, particularly those
    utilizing ETCs Human Centrifuge Technology, which
    precludes motion sickness commonly associated with motion-based
    entertainment rides.VPT-1000tm

Visual Procedures Trainer   Customers
   5




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Foreign
    and Domestic Operations and Export Sales
            Form 10-K
    Manufacturing
    Facilities
  five-acre 9001-2000
  Sales
    Backlog
     6




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##### Table of Contents



Competition
          Compliance
    with Environmental Laws
    Compliance
    with Export Controls
    Employees
    Item 1A.
    Risk
    Factors  RISKS
    PARTICULAR TO OUR BUSINESS
  Our business is subject to numerous risks and uncertainties
    which could cause our actual operating results and developments
    to be materially different from those expressed or implied in
    any of our public announcements or filings including this Annual
    Report on
    Form 10-K
    for the year ended February 27, 2009. These risks and
    uncertainties include the following items. This list is not
    inclusive of all the risks and uncertainties associated with our
    business.
 7




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##### Table of Contents



If we
    are not successful in our refinancing transaction with H. F.
    Lenfest and PNC Bank, and if we cannot identify alternate
    sources of funds to meet our future debt obligations and operate
    our business, our results of operations and financial condition
    would be materially adversely affected.
  
    We require additional capital in order to continue to operate
    our business, submit proposals for and potentially perform under
    significant U.S. government and international contracts and
    grow our Company. H.F. Lenfest, a member of our Board of
    Directors and a significant shareholder, has agreed to provide
    up to an additional $12,500,000 in capital to ETC, through a
    $7,500,000 credit facility and the personal guarantee of an
    additional $5,000,000 of borrowings from PNC Bank, subject to
    our obtaining various shareholder approvals discussed in our
    preliminary proxy statement on Schedule 14A on or around
    May 12, 2009. Lenfest has already provided $2,000,000 of
    this amount, although these funds may be used only in connection
    with funding a specific contract with the United States
    government and this $2,000,000 loan will be due and payable on
    August 20, 2009 if we do not obtain the shareholder
    approvals.        
    a $7,500,000 line of credit to be provided by Lenfest
    ($2,000,000 of which has already been provided and which amount
    may be used only in connection with funding a specific contract
    with the United States government);
    exchange of Lenfests Subordinated Note, together with all
    accrued interest and warrants issuable under this note, and all
    Series B Preferred Stock and Series C Preferred Stock,
    together with all accrued dividends thereon, for new
    Series E Preferred Stock; and
    the guarantee by Lenfest of all of our obligations to PNC Bank
    in connection with an increase of our existing 2007 PNC Credit
    Facility from $15,000,000 to $20,000,000, and in connection with
    this guarantee, the pledge by Lenfest to PNC Bank of $10,000,000
    in marketable securities.  We are
    not in compliance with the listing standards of the NYSE AMEX
    LLC (formerly the American Stock Exchange) (AMEX)
    and have applied to voluntarily delist our stock from that
    exchange.
  Over-The-Counter Over-The-Counter-Bulletin-Board. Over-The-Counter
   8




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##### Table of Contents




    actual or anticipated operating results;
    market conditions in the industries in which we compete;
    announcements by competitors;
    results of litigation;
    regulatory actions; and
    general economic conditions.    Our
    core business, aircrew training simulators, is highly dependent
    upon large multi-year contracts with the U.S. defense department
    and with defense agencies around the world. If we are
    unsuccessful in obtaining one or more of these contracts, our
    financial performance will be significantly negatively
    impacted.
    There
    is a risk of an unfavorable outcome in litigation and resulting
    negative financial impact on our operating
    results.
    Our
    sources of revenues are not consistent; in any given fiscal year
    a substantial portion of our revenues is derived from a small
    number of customers that may not be recurring customers in
    future years.
   9




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##### Table of Contents



Our
    significant debt could adversely affect our financial resources
    and prevent us from satisfying our debt service
    obligations.
      Form 10-K.
  We
    need to attain validation from the U.S. defense agencies of our
    Authentic Tactical Fighting Systems technology.
    Our
    operations involve rapidly evolving products and technological
    change.
   10




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##### Table of Contents



Delays
    in the delivery of our products may prevent us from invoicing
    our costs and estimated earnings on uncompleted
    contracts.
    In the
    event we suffer production delays, we may be required to pay
    certain customers substantial liquidated damages and other
    penalties.
    Our
    fixed-price and cost-reimbursement contracts may commit us to
    unfavorable terms.
    Our
    contracts and subcontracts that are funded by the U.S.
    Government or foreign governments are subject to government
    regulations, audits and other requirements.
     11




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##### Table of Contents



Our
    contracts that are funded by the U.S. Government or foreign
    governments are subject to a competitive bidding process that
    may affect our ability to win contract awards or renewals in the
    future.
    Our
    commercial contracts are subject to competition and strict
    performance and other requirements.
        There
    are certain risks inherent in our international business
    activities, which constitute a significant portion of our
    business.
    
    the effects of terrorism;
    currency exchange rate fluctuations;
    a longer and more complicated collections cycle; 12




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##### Table of Contents




    a high degree of corruption in some countries;
    a general decline in the strength of the global economy;
    the effect of foreign military or political conflicts and
    turmoil;
    U.S. foreign policy decisions;
    the extent, if any, of
    anti-American
    sentiment;
    changes in foreign governmental trade, monetary and fiscal
    policies and laws;
    export controls;
    political and economic instability; and
    travel restrictions.  ETC-PZL
      Form 10-K.
  Legislative
    actions, higher director and officer insurance costs and
    potential new accounting pronouncements are likely to cause our
    general and administrative expenses to increase and impact our
    future financial condition and results of
    operations.
    Our
    operations could be hurt by terrorist attacks, war and other
    activities or occurrences that make air travel difficult or
    reduce the willingness of our commercial airline customers to
    purchase our simulation products.
   13




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##### Table of Contents



Our
    quarterly operating results may vary significantly from quarter
    to quarter.
    
    our ability to finance our operations;
    the number, size and scope of our projects;
    the mix of contracts (POC versus other);
    equipment purchases and other expenditures required for our
    business;
    the number of bid and proposal efforts undertaken;
    delays in sales bookings or production;
    the level of employee productivity;
    the adequacy of our provisions for receivable, inventory and
    other losses;
    the accuracy of our estimate of resources required to complete
    ongoing projects; and
    general economic conditions.    Our
    officers and directors own a significant amount of our common
    stock which permits them to exert significant influence over the
    direction of our business and affairs.
    Item 2.
    Properties        
    ATFS-400 Authentic Tactical Flight Simulator
    GYROLAB GL-2000 Advanced Spatial Disorientation Trainer
    Hypobaric Chamber
    Night Vision and Night Vision Goggle Training System 14




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##### Table of Contents



Item 3.
    Legal
    Proceedings  Mends
    International, Ltd.
    Walt
    Disney World Co.
      Settlement
    with U.S. Navy
  History
    of the Claim Receivable
    Form 10-K
  Litigation
    of the Certified Claim
   15




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##### Table of Contents



Settlement
    of Litigation and Subsequent Funding
      Other
    Matters
    Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for the Registrants Common Stock and Related Security
    Holder Matters    Sale PricesHigh


LowFiscal 2009First Quarter

$
2.95


$
1.54Second Quarter


2.82



1.35Third Quarter


2.30



1.10Fourth Quarter


1.92



0.55Fiscal 2008First Quarter

$
4.78


$
3.26Second Quarter


3.29



2.21Third Quarter


3.94



2.15Fourth Quarter


2.50



1.50    16




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##### Table of Contents



Refinancing
    Transaction
    Delisting
    from NYSE AMEX LLC
  Over-the-Counter
    Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Item 8.
    Financial
    Statements and Supplementary Data    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures    Rules 13a-15(e) 15d-15(e)
 17




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##### Table of Contents



Rules 13a-15(f) 15d-15(f). Internal Control  Integrated
    Framework Internal
    Control  Integrated Framework,
    Rules 13a-15(f) 15d-15(f)
   PART III  Item 10.
    Directors
    and Executive Officers of the Registrant    Served as DirectorName

Age

or Officer Since(1)

Positions and OfficesWilliam F. Mitchell(2)


67



1969


Chairman of the Board, Chief Executive Officer, President and
    DirectorHoward W. Kelley(3)


67



2002


Director *George K. Anderson, M.D.(4)


63



2003


DirectorH.F. Lenfest(5)


79



2003


DirectorAlan M. Gemmill(6)


62



2006


Director **Stephen F. Ryan(7)


73



2009


DirectorGeorge A. Sawyer(8)


77



2009


***Duane D. Deaner(9)


61



1996


Chief Financial Officer     *
    
    Mr. Kelley will not run for reelection at the Annual
    Shareholders meeting.**
    
    Mr. Gemmill resigned from the Board effective
    February 25, 2009.***
    
    Mr. Sawyer will be a nominee for Director at the Annual
    Shareholders meeting.(1)
    
    Directors are elected for one-year terms.(2)
    
    Mr. Mitchell has been our Chairman of the Board, President
    and Chief Executive Officer since 1969, except for the period
    from January 24, 1986 through January 24, 1987, when
    he was engaged principally in soliciting sales for our products
    in the overseas markets. Mr. Mitchell received a Bachelor
    of Science degree in physics from Drexel University and has
    completed graduate work in mechanical and electrical
    engineering. He is a member of the ASME and Drexel University
    engineering advisory boards. Additionally, he is a member of the
    Society of Automotive/Aerospace Engineering, the International
    Society of Pharmaceutical Engineering, the Undersea and
    Hyperbaric Medical Society, the Aerospace Medical Association,
    the American Society of Mechanical Engineering and the Institute
    of Environmental Sciences.(3)
    
    Mr. Kelley recently retired as President of Sally
    Corporation, Jacksonville, Florida, which is one of the oldest
    and largest designers and fabricators of animation robotics and
    dark ride attractions used worldwide in theme 18




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##### Table of Contents



parks, museums and entertainment attractions. He remains a
    director of this company. Mr. Kelly is also director of
    American Electric Technologies, Inc. (NASDAQ: AETI). AETI is a
    Houston, Texas-based manufacturer of power delivery equipment
    for traditional and alternative energy industries. He is also
    currently president of Aspergantis LLC, a technology and
    Internet services and consulting company. He previously spent
    over 25 years in the broadcasting industry, including ten
    years in television management as a news director and later as
    Vice President and General Manager of Channel 12 WTLV (NBC) in
    Jacksonville, Florida. He is the former Chairman of the Board of
    Tempus Software, a medical software development firm located in
    Jacksonville, Florida. He has also previously served as
    broadcast strategic planner for a major U.S. communications
    company and as director of several U.S. technology firms with
    international business activities. In the academic arena,
    Mr. Kelley serves as an executive professor at the
    University of North Florida College of Business Administration
    and is a college adjunct instructor on Internet technology and
    E-commerce
    on the Internet. He is a graduate of the University of Florida
    and Harvard Business School PMD.(4)
    
    Dr. Anderson is an experienced physician executive. He
    served in the Air Force as a flight surgeon, aerospace medicine
    staff officer, and commander of several medical organizations in
    Korea, Germany, and United States. He retired from active duty
    in the grade of Major General. Following his thirty years of
    military service, he transitioned to executive positions in the
    private sector. He served as Chief Executive Officer of the Koop
    Foundation from 1997 to 1998 and as Chief Executive Officer at
    Oceania, Inc., a medical software company, from 1999 to 2001. A
    period of practice as an independent medical technology
    consultant was followed by his current role as Executive
    Director of the Association of Military Surgeons of the United
    States (AMSUS). AMSUS, the nonprofit Society of the Federal
    Health agencies, operates from a headquarters located in
    Bethesda, Maryland.(5)
    
    Mr. Lenfest practiced law with Davis Polk &
    Wardwell before joining Triangle Publications, Inc., in
    Philadelphia as Associate Counsel in 1965. In 1970,
    Mr. Lenfest was placed in charge of Triangles
    Communications Division, serving as Editorial Director and
    Publisher of Seventeen Magazine and President of the CATV
    Operations. In 1974, Mr. Lenfest, with the support of two
    investors, formed Lenfest Communications, Inc., which purchased
    Suburban Cable TV Company and Lebanon Valley Cable TV Company
    from Triangle with a total of 7,600 subscribers. In January
    2000, Mr. Lenfest sold his cable television operations,
    which by then served 1.2 million subscribers, to Comcast
    Corporation. Mr. Lenfest is the owner of various other
    businesses and is active in many philanthropic activities
    including as Chairman of the Board of the Philadelphia Museum of
    Art, the Curtis Institute, and the Lenfest Foundation.
    Mr. Lenfest is a graduate of Washington and Lee University
    and Columbia Law School.(6)
    
    Mr. Gemmill is a retired U.S. Navy Rear Admiral. He
    graduated from the University of Arizona with a B.S. in
    Aerospace Engineering and began his flying career flying F-4
    Phantoms. He graduated first in his class from U.S. Naval Test
    Pilot School in Patuxuent River, Maryland in 1974. After a stint
    as a test pilot and test pilot instructor, Mr. Gemmill then
    served numerous positions in Fighter Squadrons including command
    of F-14 Fighter Squadron 32. He commanded the USS San Jose
    during two deployments to the Arabian Gulf during Desert Shield
    and Desert Storm, and then commanded the nuclear aircraft
    carrier USS DWIGHT D EISENHOWER. From 1995 through 1999, he
    served as Deputy for Readiness and then for Operations for the
    U.S. Pacific Command and later as Assistant Deputy Chief of
    Staff for Aviation, U.S. Marine Corps. His last assignment in
    the Navy was as Head, Aircraft Carriers Program and Head, Naval
    Aviation Training. Rear Admiral Gemmill has almost 4,000 flight
    hours and 1,000 carrier landings. He has a Master of Science in
    Systems Management from the University of Southern California.
    He is currently Director, Defense Business Services for Bearing
    Point of McLean, VA.(7)
    
    Mr. Ryan retired in 2001 from Selas Corporation of America
    (now known as IntriCon Corporation), a diversified international
    firm engaged in the design, development, engineering and
    manufacturing of industrial products, such as the furnace
    section of continuous annealing and galvanizing lines in steel
    production for automotive steel, glass production furnace lines,
    cable winch devices for below the chassis spare tire lift
    holders for the automotive industry, parts for hearing aid
    devices and transistors for electric surge guards for computers
    and electronics. Mr. Ryan also currently serves as a
    Director of Bolt Technology Corporation, a public company which
    is traded on NASDAQ. Bolt is a manufacturer and seller of
    seismic air guns, cables, hydrophones and other devices engaged
    in the offshore oil and gas exploration market. Mr. Ryan
    received a Bachelor of Business Administration degree from Iona
    College and MBA degree from the University of 19




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##### Table of Contents



Connecticut. He is a member of the New York State Society of
    Certified Public Accountants (NYSSCPA) and the American
    Institute of CPAs (AICPA).(8)
    
    Mr. Sawyer is a founding partner of J.F. Lehman &
    Company and currently serves as Executive Advisor. From 1993 to
    1995, he served as President and Chief Executive Officer of
    Sperry Marine, Inc. Prior thereto, Mr. Sawyer held a number
    of prominent positions in private industry and in the United
    States government, including serving as President of John J.
    McMullen Associates, President and Chief Operating Officer of
    TRE Corporation, Executive Vice President and Director of
    General Dynamics Corporation, Vice President of International
    Operations for Bechtel Corporation and Assistant Secretary of
    the Navy for Shipbuilding and Logistics. He graduated Phi Beta
    Kappa from Yale University and completed graduate studies in
    nuclear engineering at the Knolls Atomic Power Laboratories. He
    is also the co-inventor of the Consolidated Nuclear Steam
    Generator II and served in the US Navy for ten years as a
    nuclear submariner. Mr. Sawyer currently serves as a
    Director of National Air Cargo Holdings, Inc., Hawaii Superferry
    Incorporated, OAO Technology Solutions, Atlantic Marine Holding
    Company, Black Light Power Inc. and CHI Systems, Inc.(9)
    
    Mr. Deaner has served as our Chief Financial Officer since
    January 1996. Mr. Deaner served as Vice President of
    Finance for Pennfield Precision Incorporated from September 1988
    to December 1995. Mr. Deaner received a Masters of Business
    Administration degree from Temple University and a Bachelors of
    Arts degree in Mathematics from Millersville University in
    Pennsylvania.  Committees
    of the Board of Directors
    www.etcusa.com
  GovernanceName of Director

Independent

Audit

Compensation

and NominatingHoward W. Kelley*

Yes

Chair

Acting Chair

XDr. George K. Anderson

Yes

X

X

ChairAlan Mark Gemmill**

Yes

X

Chair

XNumber of Meetings



12

1

0Held in Fiscal Year     *
    
    Mr. Kelley will not run for reelection at the Annual
    Shareholders meeting. His committee positions will be
    filled by Mr. Ryan.**
    
    Mr. Gemmill resigned from the Board effective
    February 25, 2009. His committee positions will be filled
    by Mr. Sawyer, a nominee for Director at the Annual
    Shareholders meeting.  face-to-face Forms 10-Q 10-K.
   20




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##### Table of Contents




    Establish CEO and executive officers compensation
    Develop the compensation philosophy which shall include the
    strict adherence to the companys Code of Ethics and Code
    of Conduct
    Assist with and review the Compensation Discussion and Analysis
    (CD&A)
    Produce a compensation committee report
    Oversee equity compensation grant policy
    Retain and terminate outside experts if needed
    Evaluate related shareholder proposals      Code of
    Ethics
  www.etcusa.com.
    Administrative
    Agreement
    Compliance
    With Section 16(a) of the Exchange Act
     21




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##### Table of Contents



Item 11.
    Executive
    Compensation  COMPENSATION
    DISCUSSION AND ANALYSIS
  Objectives
    and Philosophy of Executive Compensation
      Primary
    Components of Executive Compensation
        Base
    Salary
    Short-term
    Incentive Compensation
     22




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##### Table of Contents



Long-Term
    Incentive Compensation
        Option
    Grant Date Pricing
      Chief
    Executive Officer Employment Agreement
      Chief
    Financial Officer Employment Agreement
     23




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##### Table of Contents



SUMMARY
    COMPENSATION TABLE
    Change inPensionValue andNon-Equity


NonqualifiedIncentive


DeferredStock


Option


Plan


Compensation


All OtherName and Principal Position

Year


Salary


Bonus


Awards


Awards


Compensation


Earnings


Compensation


Total(a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)


(i)


(j)William F. Mitchell(1)


2009


$
225,000






















$
68,000
(2)

$
293,000Chairman of the Board,


2008


$
225,000






















$
69,000
(3)

$
294,000Chief Executive Officer,
    President and DirectorDuane D. Deaner(4)


2009


$
102,000


$
15,000


















$
2,000
(5)

$
119,000Chief Financial Officer


2008


$
102,000


$
1,500


















$
3,000
(6)

$
106,500       (1)
    
    ETC is party to an employment agreement with Mr. Mitchell,
    pursuant to which Mr. Mitchell serves as President and
    Chief Executive Officer. The terms and conditions of
    Mr. Mitchells employment agreement is summarized
    above under Primary Components of Executive
    Compensation-Chief Executive Officer Employment Agreement.(2)
    
    Consists of $60,000 paid to Mr. Mitchell in connection with
    ETCs use of Mr. Mitchells properties, $2,000 in
    automobile allowance payments for Mr. Mitchells
    company automobile, $3,000 in life insurance premium payments
    and $3,000 contribution on behalf of Mr. Mitchell pursuant
    to ETCs Retirement Savings Plan.(3)
    
    Consists of $54,000 paid to Mr. Mitchell in connection with
    ETCs use of Mr. Mitchells properties, $6,000 in
    automobile allowance payments for Mr. Mitchells
    company automobile, $6,000 in life insurance premium payments
    and $3,000 contribution on behalf of Mr. Mitchell pursuant
    to ETCs Retirement Savings Plan.(4)
    
    ETC is a party to an employment agreement with Mr. Deaner,
    pursuant to which Mr. Deaner serves as Chief Financial
    Officer. The terms and conditions of Mr. Deaners
    employment agreement is summarized above under Primary
    Components of Executive Compensation-Chief Financial Officer
    Employment Agreement.(5)
    
    Consists of ETCs contribution on behalf of Mr. Deaner
    pursuant to ETCs Retirement Savings Plan.(6)
    
    Consists of ETCs contribution on behalf of Mr. Deaner
    pursuant to ETCs Retirement Savings Plan. 24




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##### Table of Contents



OUTSTANDING
    EQUITY AWARDS AT FISCAL YEAR-END
    Number of


Number ofSecurities


SecuritiesUnderlying


Underlying


OptionUnexercised


Unexercised


Exercise


OptionOptions


Options


Price


ExpirationName

(#) Exercisable


(#) Unexercisable


($)


Date(a)

(b)


(c)


(e)


(f)William F. Mitchell














Chairman of the Board, 
    Chief Executive Officer,
    President and DirectorDuane D. Deaner


2,881






$
7.375



1/03/11Chief Financial Officer


6,978






$
7.24



9/15/14642






$
6.07



9/21/16   Potential
    Payments Upon Termination or
    Change-In-Control
      Compensation
    of Directors
   25




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##### Table of Contents



FISCAL
    2009 DIRECTOR COMPENSATION TABLE
    Change inPensionValue andFees Earned








Non-Equity


Nonqualifiedor Paid


Stock


Option


Incentive Plan


Deferred


All Otherin Cash


Awards


Awards


Compensation


Compensation


Compensation


TotalName

($)


($)(1)


($)


($)


Earnings ($)


($)


($)(a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)William F. Mitchell(2)


























George K. Anderson, M.D.(3)

$
8,000






















$
8,000Alan M. Gemmill(4)

$
8,000






















$
8,000Howard W. Kelley(5)





$
8,000


















$
8,000H. F. Lenfest(6)





$
8,000


















$
8,000Steve Ryan(7)


























     (1)
    
    ETC used the closing price of its common stock on the date of
    grant as reported on the American Stock Exchange to compute the
    value of these awards.(2)
    
    Mr. Mitchell did not hold any options to purchase shares of
    our common stock as of February 27, 2009.(3)
    
    Dr. Anderson held options to purchase an aggregate of
    50,000 shares of our common stock as of February 27,
    2009(4)
    
    Mr. Gemmill held options to purchase an aggregate of
    5,000 shares of our common stock as of February 27,
    2009.(5)
    
    Mr. Kelley held options to purchase an aggregate of
    25,000 shares of our common stock as of February 27,
    2009.(6)
    
    Mr. Lenfest did not hold any options to purchase shares of
    our common stock as of February 27, 2009.(7)
    
    Mr. Ryan did not hold any options to purchase shares of our
    common stock as of February 27, 2009. 26




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Amount and


PercentNature of


ofName and Address

Beneficial


Commonof Beneficial Owner

Ownership(1)


Stock(1)William F. Mitchell(2)


1,081,324
(3)


8.1
%c/o Environmental
    Tectonics Corporation
    County Line Industrial Park
    Southampton, PA 18966Howard W. Kelley(4)


37,756
(6)


*c/o Aspergantis
    LLC
    3249 St. Johns Avenue
    Jacksonville, FL 32205George K. Anderson, M.D.(4)


51,100
(7)


*8 Little Harbor Way
    Annapolis, MD 21403H.F. Lenfest(4)


6,559,884
(8)


49.5
%c/o The
    Lenfest Group
    Fire Tower Bridge-Suite 460
    300 Barr Harbor Drive
    West Conshohocken, PA 19428Stephen F. Ryan(4)


5,000



*c/o Environmental
    Tectonics Corporation
    County Line Industrial Park
    Southampton, PA 18966George A. Sawyer(5)






*404 North Union Street
    Alexandria, VA 22314T. Todd Martin, III


999,592
(9)


7.5
%50 Midtown Park East
    Mobile, AL 36606Duane D. Deaner(10)


10,501
(11)


*c/o Environmental
    Tectonics Corporation
    County Line Industrial Park
    Southampton, PA 18966All directors, nominees for directors, and executive officers as
    a group (7 persons)


7,745,565
(12)


58.1
%     *
    
    less than 1%(1)
    
    Beneficial ownership has been determined in accordance with
    Rule 13d-3
    under the Securities Exchange Act of 1934. Unless otherwise
    noted, we believe that all persons named in the table have sole
    voting and investment power with respect to all shares of our
    common stock beneficially owned by them. The Percent of
    Common Stock is based on a denominator for the applicable
    Beneficial Owner equal to the sum of:
    (i) 9,069,351 shares of common stock outstanding,
    (ii) the shares of common stock, which may be acquired by
    such Beneficial Owner upon the exercise of options owned by such
    Beneficial Owner, and (iii) the shares of common stock
    beneficially owned by Lenfest set forth in footnote 8 below.(2)
    
    Chairman of the Board, President, Chief Executive Officer and
    Director of the Company.(3)
    
    Includes 45,200 shares of common stock held by
    Mr. Mitchells wife. 27




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##### Table of Contents



(4)
    
    Director of the Company.(5)
    
    Nominee for Director of the Company.(6)
    
    Includes 25,000 shares of common stock which may be
    acquired upon the exercise of options granted under our
    Non-Employee Director Stock Option Plan that are presently
    exercisable.(7)
    
    Includes 50,000 shares of common stock which may be
    acquired upon the exercise of options granted under our
    Non-Employee Director Stock Option Plan that are presently
    exercisable.(8)
    
    Includes 1,818,181 shares of common stock issuable upon
    conversion of a promissory note in the principal amount of
    $10,000,000, 606,060 shares of common stock issuable upon
    conversion of 3,000 shares of Series B Preferred Stock
    issued on April 6, 2006, 449,101 shares of common
    stock issuable upon conversion of 3,000 shares of
    Series B Preferred Stock issued on July 31, 2006,
    1,089,108 shares of common stock issuable upon conversion
    of 3,300 shares of Series C Preferred Stock issued on
    August 23, 2007, 143,885 shares of common stock
    issuable upon exercise of a warrant issued to Lenfest on
    February 20, 2009 and 58,511 shares of common stock
    issuable upon conversion of 55 shares of Series D
    Preferred Stock issued on April 24, 2009.(9)
    
    Includes 938,692 shares of common stock owned by Advanced
    Technology Asset Management, LLC (formerly ETC Asset Management,
    LLC) (ATAM), a limited liability company of which T.
    Todd Martin, III is manager. Also includes
    26,900 shares owned by Allied Williams Co, Inc., a
    corporation of which Mr. Martin is an officer and director,
    17,000 shares owned by Equity Management, LLC, a limited
    liability company of which Mr. Martin is manager,
    7,000 shares owned by trusts of which Mr. Martin is
    trustee, and 10,000 shares owned by Perdido Investors, LLC,
    of which Mr. Martin is the manager.(10)
    
    Chief Financial Officer of the Company.(11)
    
    Includes 10,501 shares of common stock which may be
    acquired upon the exercise of options granted under our
    Incentive Stock Option Plan that are presently exercisable.(12)
    
    Includes 75,000 shares of common stock which may be
    acquired by members of the Board of Directors upon the exercise
    of options granted under our Non-Employee Director Stock Option
    Plan that are presently exercisable. Additionally, includes
    1,818,181 shares of common stock issuable upon conversion
    of a promissory note in the principal amount of $10,000,000,
    606,060 shares of common stock issuable upon conversion of
    3,000 shares of Series B Preferred Stock issued on
    April 6, 2006, 449,101 shares of common stock issuable
    upon conversion of 3,000 shares of Series B Preferred
    Stock issued on July 31, 2006, 1,089,108 shares of
    common stock issuable upon conversion of 3,300 shares of
    Series C Preferred Stock issued on August 23, 2007,
    143,885 shares of common stock issuable upon exercise of a
    warrant issued to Lenfest on February 20, 2009 and
    58,511 shares of common stock issuable upon conversion of
    55 shares of Series D Preferred Stock issued on
    April 24, 2009, all of which may be acquired by Lenfest.
    Also includes 10,501 shares of common stock which may be
    acquired by Duane Deaner, our chief financial officer, upon the
    exercise of options granted under our Incentive Stock Option
    Plan that are presently exercisable.    Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence  Transactions
    Completed in Fiscal 2009 and Prior Years
  2 3
 28




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##### Table of Contents



and/or
           29




---



##### Table of Contents



Transactions
    Completed following the end of Fiscal 2009
    Lenfest
    Credit Facility
   30




---



##### Table of Contents



Form 8-K
           31




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##### Table of Contents



Exchange
    of Existing Instruments for Series E Preferred
    Stock
    pari passu
          Increased
    PNC Bank Credit Facility and Issuance of New Guarantee
   32




---



##### Table of Contents



33




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##### Table of Contents



Series D
    Preferred Stock
  pari passu
          Accounting
    Treatment for Refinancing Transaction
    No. D-98, No. D-109,
  Financing
    Transaction Conditions
   34




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##### Table of Contents



Other
    Related Party Transactions
  son-in-law
      Review,
    Approval or Ratification of Transactions with Related
    Parties.
  case-by-case
  Director
    Independence.
    Item 14.
    Principal
    Accounting Fees and Services     35




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##### Table of Contents



FY 2009


FY 2008Audit Fees

$
240,780


$
146,675Audit related fees(1)


19,048



57,222Audit and audit related fees


259,828



203,897Tax fees(2)


24,212



24,882Total fees

$
284,040


$
228,779     (1)
    
    Audit related fees consist of fees related to review of the
    Lenfest transaction (fiscal 2009) and review of the
    U.S. Government claim issue (fiscal 2008) and employee
    benefit plan audits.(2)
    
    Tax fees consist of tax compliance services and other
    consultations on miscellaneous tax matters. PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.    Number

Item3
.1(i)(1)

Registrants Articles of Incorporation, as amended, were
    filed as Exhibit 3.1. to Registrants
    Form 10-K
    for the year ended February 28, 1997 and are incorporated
    herein by reference.3
.1(i)(2)

Statement with respect to shares of Series B Cumulative
    Convertible Participating Preferred Stock, filed as
    Exhibit 3(i) 1, to Registrants
    Form 8-K
    dated April 6, 2006, and incorporated herein by reference.3
.1(i)(3)

Statement with respect to shares of Series C Cumulative
    Convertible Participating Preferred Stock was filed as
    Exhibit 3(i) 1, to Registrants
    Form 8-K
    dated August 28, 2007, and incorporated herein by reference.3
.1(i)(4)

Statement with respect to shares of Series D Convertible
    Preferred Stock (Filed herewith).3
.1(ii)

Registrants amended and restated By-Laws were filed as
    Exhibit 3.2 to Registrants
    Form 8-K
    dated May 25, 2005, and are incorporated herein by
    reference.4
.1

$10,000,000 Senior Subordinated Convertible Note, dated
    February 18, 2003, issued by the Registrant in favor of
    H.F. Lenfest was filed on February 25, 2003 as
    Exhibit 4.1 to
    Form 8-K
    and is incorporated herein by reference.4
.2

Unsecured $1 million Promissory Note, dated June 28,
    2007 executed by the Registrant in favor of H.F. Lenfest,
    was filed on June 28, 2007 as Exhibit 10.1 to
    Form 8-K
    and is incorporated by reference.4
.3

$15 million Committed Line of Credit Note,, dated as of
    July 31, 2007 issued by the Registrant in favor of and PNC
    Bank, National Association, was filed on August 3, 2007 as
    Exhibit 10.2 to
    Form 8-K
    and is incorporated by reference4
.4

First Amendment to Senior Subordinated Convertible Note,
    effective as of February 19, 2008, by the Registrant in
    favor of H.F. Lenfest was filed on was filed on March 11,
    2008 as Exhibit 10.2 to
    Form 8-K
    and is incorporated by reference.4
.5

Secured Promissory Note by the Registrant in favor of H.F.
    Lenfest, dated as of February 20, 2009, was filed on
    February 26, 2009 as Exhibit 10.2 to
    Form 8-K
    and is incorporated by reference.4
.6

Common Stock Warrant issued by the Registrant in favor of H.F.
    Lenfest, dated as of February 20, 2009, was filed on
    February 26, 2009 as Exhibit 10.3 to
    Form 8-K
    and is incorporated by reference.4
.7

Amended and Restated Warrant, dated as of April 24, 2009,
    between Registrant and Lenfest, was filed on April 27, 2009
    as Exhibit 10.1 to
    Form 8-K
    and is incorporated by reference. 36




---



##### Table of Contents



Number

Item10
.1

Registrants 1998 Stock Option Plan was filed on
    October 8, 1998 on
    Form S-8
    and is incorporated herein by reference.*10
.2

Registrants Employee Stock Purchase Plan was filed on
    July 6, 1988 as Exhibit A to the Prospectus included
    in Registrants Registration Statement (File
    No. 33-42219)
    on
    Form S-8
    and is incorporated herein by reference.*10
.3

Registrants Stock Award Plan adopted April 7, 1993,
    was filed as Exhibit 10(ix) to the Registrants
    Form 10-K
    for the fiscal year ended February 25, 1994 and is
    incorporated herein by reference.*10
.4

Convertible Note and Warrant Purchase Agreement dated
    February 18, 2003, by and between the Registrant and
    Lenfest was filed on February 25, 2003 as Exhibit 10.8
    to
    Form 8-K
    and is incorporated herein by reference.10
.5

Registration Rights Agreement dated as of February 18,
    2003, by and between the Registrant and H.F. Lenfest was filed
    on February 25, 2003 as Exhibit 10.9 to
    Form 8-K
    and is incorporated herein by reference.10
.6

Security Agreement, made and entered into as of
    February 18, 2003, by and among the Registrant,
    Entertainment Technology Corporation, ETC Delaware, Inc. and
    H.F. Lenfest was filed on February 25, 2003 as
    Exhibit 10.10 to
    Form 8-K
    and is incorporated herein by reference.10
.7

Guaranty, dated as of February 18, 2003, made by
    Entertainment Technology Corporation and ETC Delaware, Inc. in
    favor of H.F. Lenfest was filed on February 25, 2003 as
    Exhibit 10.11 to
    Form 8-K
    and is incorporated herein by reference.10
.8

Subscription Agreement, dated as of February 14, 2005,
    between the Registrant and H.F. Lenfest, was filed on
    February 16, 2005 as Exhibit 10.1 to
    Form 8-K
    and is incorporated herein by reference.10
.9

2005 Non-employee Director Stock Option Plan, incorporated by
    reference to Annex A of Registrants Definitive Proxy
    Statement on Schedule 14A filed on August 16, 2005 and
    incorporated herein by reference.*10
.10

Preferred Stock Purchase Agreement between the Registrant and
    H.F. Lenfest, dated as of April 6, 2006, filed as
    Exhibit 10.1 to Registrants
    Form 8-K
    dated April 6, 2006, and incorporated herein by reference.10
.11

Registration Rights Agreement between the Registrant and H.F.
    Lenfest, dated as of April 6, 2006, filed as
    Exhibit 10.2 to Registrants
    Form 8-K
    dated April 6, 2006, and incorporated herein by reference.10
.12

Restated Limited Guaranty Agreement, dated as of
    November 16, 2006, between the Registrant and H.F. Lenfest,
    was filed on November 20, 2006 as Exhibit 10.4 to
    Form 8-K
    and is incorporated herein by reference.10
.13

Employment Agreement, dated as of November 1, 2005, between
    Registrant and Duane D. Deaner, Chief Financial Officer was
    filed on May 24, 2007 as Exhibit 10.33 to the
    Registrants
    Form 10-K
    for the fiscal year ended February 23, 2007 and is
    incorporated herein by reference.*10
.14

Employment Agreement, dated as of July 24, 2006, between
    Registrant and William F. Mitchell , was filed on July 24,
    2006 as Exhibit 10.1 to
    Form 8-K
    and is incorporated herein by reference.*10
.15

Credit Agreement, dated as of July 31, 2007 between the
    Registrant and PNC Bank, National Association, was filed on
    August 3, 2007 as Exhibit 10.1 to
    Form 8-K
    and is incorporated by reference.10
.16

Agreement between Registrant and H.F. Lenfest, dated as of
    May 9, 2007 was filed on May 24, 2007 as
    Exhibit 10.33 to the Registrants
    Form 10-K
    for the fiscal year ended February 23, 2007 and is
    incorporated herein by reference.10
.17

Amended and Restated Reimbursement Agreement for Letters of
    Credit, dated as of July 31, 2007 issued by the Registrant
    in favor of and PNC Bank, National Association was filed on
    August 3, 2007 as Exhibit 10.2 to
    Form 8-K
    and is incorporated by reference.10
.18

Restated Guaranty Agreement, dated as of July 31, 2007 by
    H.F. Lenfest in favor of PNC Bank, National Association, was
    filed on August 3, 2007 as Exhibit 10.2 to
    Form 8-K
    and is incorporated by reference10
.19

Series C Preferred Stock Purchase Agreement dated as of
    August 23, 2007, between the Registrant and H.F. Lenfest as
    Exhibit 10.1 to
    Form 8-K
    and is incorporated by reference. 37




---



##### Table of Contents



Number

Item10
.20

Registration Rights Agreement dated as of August 23, 2007,
    between the Registrant and H.F. Lenfest as Exhibit 10.2 to
    Form 8-K
    and is incorporated by reference.10
.21

Letter Agreement, dated as of August 23, 2007, between the
    Registrant and H.F. Lenfest was filed on August 28, 2007 as
    Exhibit 10.3 to
    Form 8-K
    and is incorporated by reference.10
.22

Administrative Agreement dated as of December 12, 2007
    between the Registrant and the Department of the Navy was filed
    on December 18, 2007 as Exhibit 10.1 to
    Form 8-K
    and is incorporated by reference.10
.23

Credit Agreement and Waiver and Amendment between the Registrant
    and PNC Bank, National Association, dated January 31, 2008
    was filed on February 5, 2008 as Exhibit 10.1 to
    Form 8-K
    and is incorporated by reference.10
.24

Settlement Agreement between the Registrant and the Department
    of the Navy dated as of February 22, 2008 was filed on
    February 26, 2008 as Exhibit 10.1 to
    Form 8-K
    and is incorporated by reference.10
.25

Amendment No. 1 to Convertible Note and Warrant Purchase
    Agreement, effective as of February 19, 2008, by and
    between the Registrant and H.F. Lenfest was filed on
    March 11, 2008 as Exhibit 10.1 to
    Form 8-K
    and is incorporated by reference.10
.26

Letter Agreement between Registrant and H.F. Lenfest, dated as
    of May 20, 2008 was filed on May 29, 2008 as
    Exhibit 10.32 to
    Form 10-K
    and is incorporated by reference.10
.27

First Amendment to Loan Documents between Registrant and PNC
    Bank, National Association, was filed on October 7, 2008 as
    Exhibit 10.1 to
    Form 8-K
    and is incorporated by reference.10
.28

Security Agreement by the Registrant in favor of H.F. Lenfest,
    dated as of February 20, 2009, was filed on
    February 26, 2009 as Exhibit 10.2 to
    Form 8-K
    and is incorporated by reference.10
.29

Secured Credit Facility and Warrant Purchase Agreement, dated
    April 24, 2009, between Registrant and H.F. Lenfest, was
    filed on April 27, 2009 as Exhibit 10.1 to
    Form 8-K
    and is incorporated by reference.10
.30

Letter Agreement, dated April 24, 2009, between Registrant
    and PNC Bank, with the Amended and Restated PNC Credit
    Agreement, the Amended and Restated PNC Note, the Amended and
    Restated Guaranty Agreement, the Pledge Agreement and the
    Notification and Control Agreement (each as defined in such
    letter agreement) attached thereto as exhibits, was filed on
    April 27, 2009 as Exhibit 10.3 to
    Form 8-K
    and is incorporated by reference.10
.31

Second Amended and Restated Subordination Agreement, dated
    April 24, 2009, among PNC Bank, Lenfest and Registrant, was
    filed on April 27, 2009 as Exhibit 10.4 to
    Form 8-K
    and is incorporated by reference.10
.32

Amended and Restated Open-End Mortgage and Security Agreement,
    dated as of April 24, 2009, by Registrant in favor of
    Lenfest (filed herewith).13


Portions of Registrants 2009 Annual Report to Shareholders
    which are incorporated by reference into this
    Form 10-K.14


Code of Ethics was filed on May 24, 2007 as Exhibit 14
    to
    Form 10-K
    and is incorporated by reference.16
.1

Letter from Grant Thornton LLP dated as of November 28,
    2007 was filed on December 4, 2007 as Exhibit 16.1 to
    Form to 8-K
    and is incorporated by reference.21


Subsidiaries of the Registrant (Filed herewith).23


Consent of Friedman LLP dated May 29, 2008. (Filed herewith)31
.1

Certification dated May 12, 2009 pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934 made by William F.
    Mitchell, Chief Executive Officer. (Filed herewith)31
.2

Certification dated May 12, 2009 pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934 made by Duane D.
    Deaner, Chief Financial Officer. (Filed herewith)32


Certification dated May 12, 2009 pursuant to 18 U.S.C.
    Section 1350 as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002 made by William F. Mitchell, Chief
    Executive Officer and Duane D. Deaner, Chief Financial Officer.
    (Filed herewith)99
.1

Proposal Letter from H.F. Lenfest was filed on
    February 22, 2008 as Exhibit 99.2 on
    Form 8-K
    and is incorporated herein by reference.     *
    
    Represents a management contract or a compensatory plan or
    arrangement. 38




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##### Table of Contents



SIGNATURES    ENVIRONMENTAL TECTONICS CORPORATION
  By
    /s/  William
    F. Mitchell       Name

Position

Date/s/  William
    F. MitchellWilliam
    F. Mitchell

Chairman of the Board, Chief Executive Officer, President and
    Director (Principal Executive Officer)

May 12, 2009/s/  Duane
    D. DeanerDuane
    D. Deaner

Chief Financial Officer (Principal Financial and Accounting
    Officer)

May 12, 2009/s/  Howard
    W. KelleyHoward
    W. Kelley

Director

May 12, 2009/s/  H.F.
    LenfestH.F.
    Lenfest

Director

May 12, 2009/s/  George
    K. AndersonGeorge
    K. Anderson, M.D.

Director

May 12, 2009/s/  Stephen
    F. RyanStephen
    F. Ryan

Director

May 12, 2009  39




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##### Table of Contents



EXHIBIT INDEX  ExhibitNo.

Item3.1(i)(4)

Statement with respect to shares of Series D Convertible
    Preferred Stock.10.32

Amended and Restated Open-End Mortgage and Security Agreement,
    dated as of April 24, 2009, by Registrant in favor of
    Lenfest.13

Portions of Registrants 2009 Annual Report to Shareholders
    which are incorporated by reference into this
    Form 10-K.21

Subsidiaries of the Registrant.23

Consent of Friedman LLP.31.1

Certification dated May 12, 2009 pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934 made by William F.
    Mitchell, Chief Executive Officer.31.2

Certification dated May 12, 2009 pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934 made by Duane D.
    Deaner, Chief Financial Officer.32

Certification dated May 12, 2009 pursuant to 18 U.S.C.
    Section 1350 as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002 made by William F. Mitchell, Chief
    Executive Officer and Duane D. Deaner, Chief Financial Officer.  40