EX-10.2

    


    SECURITIES
      PURCHASE AGREEMENT

    


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

    


    W
      I T N E S S E T H:

    


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

    


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

    


    ARTICLE
      ONE

    


    PURCHASE
      AND SALE OF COMMON STOCK

    


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


    


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

    


    1.3. Closing
      Documents. At
      the
      Closing:

    


    (a)
       The
      Company shall deliver to BATL:

    


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

     

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

    


    
      
         

      

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

    


    (b) BATL
      shall deliver to the Company:

    


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

    


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

    


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

    


    1.4 Conditions
      to Closing.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

     

    
      
         

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


    


    ARTICLE
      TWO

    


    REPRESENTATIONS
      AND WARRANTIES

    


    2.1 Representations
      and Warranties of the Company.

    


    The
      Company hereby represents and warrants to BATL as follows:

    


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

    


    
      
         

      

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

    


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

    


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

    


    
      
         

      

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

    


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

    


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

    


    
      
         

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
         

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


    For
      purposes of this Section 2.1.18:

    


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

    


    
      
         

      

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

    


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

    


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

    


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

    


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

    


    2.2 Representations
      and Warranties of BATL.

    


    BATL
      hereby represents and warrants to the Company as follows:

    


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


    


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

    


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

    


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

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    2.3 Investment
      Representations of BATL.

    


    BATL
      hereby represents and warrants to the Company as follows:

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

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

    


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

    


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

    


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

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    ARTICLE
      THREE

    


    COVENANTS

    


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

    


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

    


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

    


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

     

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

     

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

    


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

    


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

    


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

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    ARTICLE
      FOUR

    


    INDEMNIFICATION

    


    A. Indemnification
      of BATL by the Company.

    


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

    


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

    


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

    


    B. Indemnification
      of the Company by BATL.

    


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

    


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

    


    D. Other
      Claims.

    


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

    


    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    ARTICLE
      FIVE

    


    MISCELLANEOUS

    


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

     

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

    


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

    


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

    


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

    


    If
      to the
      Company:

     

    EnerTeck
      Corporation

    10701
      Corporate Drive

    Suite
      150

    Stafford,
      Texas 77477

    Attention:
      Dwaine Reese

    Telecopier
      No.: (281) 240-1828

    


    With
      a
      copy to:

    


    Danzig
      Kaye Cooper Fiore & Kay, LLP

    30A
      Vreeland Road, Suite 230

    Florham
      Park, New Jersey 07932

    Attn:
      David M. Kaye, Esq.

    Telecopier
      No.: (973) 443-0609

    If
      to
      BATL: 

     

    BATL
      BioEnergy LLC

    7
      Lakeside Drive

    Rye,
      New
      York 10580

    Attn:
      Thomas Donino

    Telecopier
      No.: (914) 921-3495

    With
      a
      copy to:

    


    Katten
      Muchin Rosenman LLP

    575
      Madison Avenue

    New
      York,
      New York 10022

    Attention:
      Elliot Press, Esq.

    Telecopier
      No: (212) 940-6621

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

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

    


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

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

    


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

    


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

    


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

    


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

    


    


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        14

        
          

        

      

      
         

      

    

    


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

    


    


    ENERTECK
      CORPORATION

    


    


    By:
      /s/
      Dwaine Reese

    Name: Dwaine
      Reese

    Title: Chief
      Executive Officer

    


    


    BATL
      BIOENERGY LLC

    


    


    By:
      /s/
      Thomas Donino

    Name: Thomas
      Donino

    Title: President

    


    


    


    


    
      
         

      

      
        15