EX-10.1

     

    REDEMPTION
      AGREEMENT

     

    This
      Redemption Agreement (“Agreement”) is made as of December 6, 2005 by and between
      EnerTeck Corporation, a Delaware corporation (“EnerTeck”), on the one hand, and
      Parrish B. Ketchmark (“Ketchmark”) and Parrish Brian Partners, Inc., a Delaware
      corporation (“Partners”), on the other hand.

     

    Recitals

     

    WHEREAS,
      Ketchmark is a former officer and director of EnerTeck and its wholly-owned
      subsidiary, EnerTeck Chemical Corp. (“EnerTeck Sub”);

     

    WHEREAS,
      Partners is a company owned and/or controlled by Ketchmark;

     

    WHEREAS,
      EnerTeck and Partners entered into a certain Consulting Agreement, dated January
      9, 2003, as amended, whereby Partners agreed to provide certain consulting
      services to EnerTeck (the “Consulting Agreement”); 

     

    WHEREAS,
      on September 7, 2005, Ketchmark submitted his resignation as both an officer
      and
      director of EnerTeck and EnerTeck Sub;

     

    WHEREAS,
      in July 2005, EnerTeck issued to Ketchmark 1,000,000 shares (the “Ketchmark
      Shares”) of EnerTeck’s Common Stock under EnerTeck’s 2005 Stock Compensation
      Plan for services rendered and to be rendered;

     

    WHEREAS,
      prior thereto, for services rendered and to be rendered, EnerTeck issued certain
      warrants to Partners to acquire shares of Common Stock of the
      Company;

     

    WHEREAS,
      as a result thereof, Partners currently holds 1,270,000 warrants (the “Partners
      Warrants”) to acquire an aggregate of 1,270,000 shares of Common Stock of the
      Company; 

     

    WHEREAS,
      Ketchmark and Partners have agreed to the redemption by EnerTeck of certain
      of
      the Ketchmark Shares and Partners Warrants, and EnerTeck is willing to redeem
      those shares and warrants, on the terms and conditions set forth in this
      Agreement.

     

    Agreement

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

    1. Redemption
      of Stock and Warrants.
      Subject
      to the terms and conditions of this Agreement, on the Closing Date (as
      hereinafter defined), EnerTeck shall redeem from Ketchmark a total of Five
      Hundred Thousand (500,000) of Ketchmark’s Shares and Five Hundred Thousand
      (500,000) of the Partners Warrants, free of any liens, security interests or
      adverse claims of any party. It is agreed that the balance of the Ketchmark
      Shares (the “Earned Ketchmark Shares”) and Partners Warrants (the “Earned
      Partners Warrants”) which are not being redeemed and cancelled as provided
      herein are deemed fully earned by each of Ketchmark and Partners and EnerTeck
      has no claim whether now or in the future with respect to Ketchmark’s ownership
      and entitlement to the Earned Ketchmark Shares and Partners’ ownership and
      entitlement to the Earned Partners Warrants. EnerTeck agrees to remove the
      stop-transfer instructions in EnerTeck’s transfer records with respect to the
      Earned Ketchmark Shares at such time that EnerTeck is legally permitted to
      do so
      in accordance with federal and state securities laws. Except as otherwise set
      forth below, if at any time EnerTeck shall determine to file with the Securities
      and Exchange Commission a registration statement relating to an offering for
      its
      own account or the account of others under the Securities Act of 1933, as
      amended (the “Act”) of any of its equity securities (other than on Form S-4 or
      Form S-8 or their then equivalents relating to equity securities to be issued
      solely in connection with an acquisition of any entity or business or equity
      securities issuable in connection with employee benefit plans), EnerTeck shall
      send to Partners written notice of such determination and, if within fifteen
      (15) days after the effective date of such notice, Partners shall so request
      in
      writing, EnerTeck shall include in such registration statement all or any part
      of the shares of Common Stock underlying the Earned Partners Warrants (the
      “Warrant Shares”) Partners requests to be registered. Notwithstanding the
      foregoing, EnerTeck shall not be obligated to register the Partners Warrant
      Shares if, in the opinion of counsel to EnerTeck, the public sale of the
      Partners Warrant Shares may be effected without registration under the
      Act.

     

    
      
         

      

      
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    2. Consideration
      and Payment Terms.
      In
      consideration for the redemption and cancellation of certain of the Ketchmark
      Shares and Partners Warrants as herein provided, EnerTeck has (i) agreed to
      make
      certain payments and granted certain concessions to each of Ketchmark and
      Partners as set forth herein, and (ii) has provided other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged
      by
      each of Ketchmark and Partners. 

     

    3. Closing.
      The
      closing in respect hereof shall take place on or before December 6, 2005 at
      a
      time and place as the parties shall agree (the “Closing Date”). 

    


    4. Closing
      Documents.
      On the
      Closing Date, (i) Ketchmark shall deliver to EnerTeck five (5) stock
      certificates in denominations of One Hundred Thousand (100,000) shares each
      evidencing the Ketchmark Shares being redeemed hereunder and an Assignment
      Separate From Certificate in the form attached hereto as Exhibit
      A, or such other similar form acceptable to EnerTeck, signed
      by
      Ketchmark, and with the signature guaranteed by an eligible financial
      institution or broker who is a member/participant in a Medallion Program
      approved by the Securities Transfer Association, Inc. (“Eligible Medallion
      Participant”), and (ii) Partners shall deliver to EnerTeck Warrant No. W15
      evidencing Seven Hundred Sixty-Five Thousand (765,000) Partners Warrants and
      an
      Assignment Separate From Warrant in the form attached hereto as Exhibit
      B
      signed
      by Partners, or such other similar form acceptable to EnerTeck, and with the
      signature guaranteed by an Eligible Medallion Participant, which shall transfer
      Five Hundred Thousand (500,000) of the Partners Warrants to EnerTeck. As soon
      as
      reasonably practicable following the Closing Date, EnerTeck shall cause to
      be
      delivered to Partners a replacement Warrant evidencing an aggregate Two Hundred
      Sixty-Five Thousand (265,000) Partners Warrants representing the balance of
      Warrant No. 15 not being redeemed as provided herein. 

     

    5. Repayment
      of Loans.
      EnerTeck hereby agrees that upon the raising of equity financing of at least
      One
      Million ($1,000,000) Dollars after the date hereof, EnerTeck will cause the
      outstanding principal amounts of, and all accrued interest on, the following
      loans to be repaid in full, subject to receipt by EnerTeck of the promissory
      notes issued with respect thereto marked paid in full:

     

    

      
        	
                Lenders

              	
                Principal
                  Amounts

              
	 	 
	
                Parrish
                  Brian Partners, Inc.

              	
                $30,990

              
	
                Deborah
                  Dejesus

              	
                $
                  7,000

              
	
                Charles
                  Croasdill

              	
                $20,000

              
	
                Charles
                  Davis

              	
                $10,000

              
	
                Parrish
                  B. Ketchmark

              	
                $
                  3,000

              


      

    

    


     

    Until
      such time as the promissory notes shall have been paid in full, nothing in
      this
      Agreement shall be deemed to modify or amend any of the terms of the aforesaid
      promissory notes.

    


    6. Representations
      and Warranties of EnerTeck.
      EnerTeck
      represents and warrants that (a) all corporate action on the part of
      EnerTeck necessary for the authorization, execution, delivery and performance
      of
      this Agreement and the transactions contemplated hereby has been taken,
      (b) no broker, finder or intermediary has been employed by EnerTeck
      in
      connection with this Agreement, and (c) this Agreement constitutes a valid
      and
      legally binding obligation of EnerTeck.

     

    7. Representations
      and Warranties of Ketchmark.
      Ketchmark represents and warrants as follows:

     

    7.1 Due
      Authorization.
      All
      actions on the part of Ketchmark necessary for the authorization, execution,
      delivery and performance of this Agreement and the transactions contemplated
      hereby have been taken; no broker, finder or intermediary has been employed
      by
      Ketchmark in connection with this Agreement; and this Agreement constitutes
      a
      valid and legally binding obligation of Ketchmark.

     

    7.2 Ownership.
      Ketchmark owns the Ketchmark Shares being redeemed hereunder, has not
      transferred or attempted to transfer any interest in the Ketchmark Shares being
      redeemed hereunder to any person or entity, and has full power and authority
      to
      transfer and deliver the Ketchmark Shares being redeemed hereunder, and such
      of
      Ketchmark Shares being redeemed hereunder are free and clear of any and all
      liens, encumbrances, charges, duties and assessments whatsoever.

     

    8. Representations
      and Warranties of Partners.
      Partners
      represents and warrants as follows:

     

    8.1 Due
      Authorization.
      All
      corporate action on the part of Partners necessary for the authorization,
      execution, delivery and performance of this Agreement and the transactions
      contemplated hereby have been taken; no broker, finder or intermediary has
      been
      employed by Partners in connection with this Agreement; and this Agreement
      constitutes a valid and legally binding obligation of Partners.

     

    8.2 Ownership.
      Partners owns the Partners Warrants being redeemed hereunder, has not
      transferred or attempted to transfer any interest in the Partners Warrants
      being
      redeemed hereunder to any person or entity, and has full power and authority
      to
      transfer and deliver the Partners Warrants being redeemed hereunder, and such
      of
      Partners Warrants being redeemed hereunder are free and clear of any and all
      liens, encumbrances, charges, duties and assessments whatsoever.

     

    
      
         

      

      
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    9. Miscellaneous

     

    9.1 Amendment.
      This
      Agreement may be amended only by an instrument in writing signed by the party
      against whom enforcement of any such amendment is sought.

     

    9.2 Entire
      Agreement.
      This
      Agreement contains the entire agreement and understanding of the parties with
      respect to the entire subject matter hereof, and there are no representations,
      inducements, promises or agreements, oral or otherwise, not embodied
      herein.

     

    9.3 Consulting
      Agreement.
      The
      Consulting Agreement is hereby deemed terminated and cancelled with immediate
      effect and neither EnerTeck nor Partners shall have any further liability or
      obligation thereunder except for any provisions intended to survive termination
      thereof. 

     

    9.4 Necessary
      Performance.
      Each
      party to this Agreement shall perform any and all acts and execute and deliver
      any and all documents as may be necessary and proper under the circumstances
      in
      order to accomplish the intents and purposes of this Agreement and to carry
      out
      its provisions.

     

    9.5 Counsel.
      Each of
      the parties recognizes that members of the law firm of Danzig Kaye Cooper Fiore
      & Kay, LLP (the “Law Firm”), the draftsperson of this Agreement, has
      rendered advice and counsel in the past to each of the parties hereto. Each
      of
      the parties acknowledges that the Law Firm has prepared the Agreement on behalf
      of EnerTeck and is not representing any of the other parties in an individual
      capacity and that each party further agrees that each has participated in the
      preparation of the Agreement and has read and fully understands this Agreement.
      Each of Ketchmark and Partners acknowledges that he/it has been advised to
      consult with his/its own attorney regarding this Agreement and has done so
      to
      the extent that he/it deems appropriate. Each party hereto releases and
      relinquishes any claim against the Law Firm or any of its members from any
      conflict of interest arising or purportedly arising from this
      Agreement.

     

    9.6 Governing
      Law.
      This
      Agreement and all acts and transactions pursuant hereto and the rights and
      obligations of the parties hereto shall be governed, construed and interpreted
      in accordance with the laws of the State of Delaware without giving effect
      to
      principles of conflicts of law.

     

    9.7 Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      instrument. This Agreement shall be effective upon delivery of an executed
      counterpart via facsimile transmission by EnerTeck to Ketchmark and Partners
      and
      by Ketchmark and Partners to EnerTeck.

     

    


     

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    IN
      WITNESS WHEREOF, the parties have executed this Agreement effective as of the
      date first written above.

     

    


     

    ENERTECK
      CORPORATION

     

    


     

    By:
      /s/
      Dwaine Reese

    Name:
      Dwaine Reese

    Title:
      Chief Executive Officer

    


    


    /s/
      Parrish B. Ketchmark

    PARRISH
      B. KETCHMARK

    


    


     

    PARRISH
      BRIAN PARTNERS, INC.

     

     

     

    By:
      /s/
      Parrish B. Ketchmark

    Name:
      Parrish B. Ketchmark

    Title:
      President

     

    
 

    
      
         

      

      
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