EX-4.2

    


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

    


    THE
      TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED
      HEREIN.

    


    


    ENERTECK
      CORPORATION

    


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

    Common
      Stock, par value $0.001 per share

    


    


    
      	 No. W-41	
               
                1,000,000
                Shares

            


    

            

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


    


    Dated:
      December 9, 2005

    


    ENERTECK
      CORPORATION

    Attest:

    


    By:
      /s/
      Dwaine Reese

    Name:
      Dwaine Reese

    Title:
      Chief Executive Officer


    


    


    


    
      
        
        

      

      
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