EX-4.1

     

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”) is made and entered into as of
      this 8th day of December, 2005 by and between ENERTECK CORPORATION, a Delaware
      corporation (the “Company”), and BATL BIOENERGY LLC, a Delaware limited
      liability company (the “Purchaser”).

     

    W
      I T N E S S E T H

     

    WHEREAS,
      pursuant to a Securities Purchase Agreement, dated as of the date hereof,
      between the Company and the Purchaser (the “Purchase
      Agreement”),
      the
      Company has agreed to issue and sell to the Purchaser an aggregate of 2,450,000
      shares (the “BATL
      Shares”)
      of
      common stock of the Company, $.001 par value (“Common
      Stock”),
      and a
      warrant (the “Warrant”)
      to
      purchase 1,000,000 shares of the Company’s Common Stock (the “Warrant
      Shares”,
      and
      together with the BATL Shares, the “Shares”).
      

     

    WHEREAS,
      to
      induce the Purchaser to execute and deliver the Purchase Agreement, the Company
      has agreed to provide to the Purchaser and its permitted assigns certain
      registration rights under the Securities Act of 1933, as amended (the
“Securities
      Act”),
      and
      applicable state securities laws; and 

     

    WHEREAS,
      this
      Agreement, together with the Purchase Agreement and the Warrants, are
      hereinafter collectively referred to as the “Transaction
      Documents”.

     

    NOW
      THEREFORE,
      in
      consideration of the foregoing and other good and valuable consideration, the
      parties hereto agree as follows:

     

    1.  Definitions.

     

    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    	(a)  	
            “Claims”
              shall have the meaning ascribed to it in Section
              6(a).

          


     

    	(b)  	
            “Excess
              Liability”
              shall have the meaning ascribed to it in Section
              6(e).

          


     

    	(c)  	
            "Holder"
              or “Holders”
              mean a holder or holders of Registrable
              Securities.

          


     

    	(d)  	
            “Indemnified
              Person”
              shall have the meaning ascribed to it in Section
              6(a).

          


     

    	(e)  	
            “Registrable
              Securities”
              shall mean (i) the Shares, (ii) the shares of Common Stock or other
              securities issued or issuable to the Purchaser or its permitted transferee
              or designee (a) upon exercise of the Warrant, or (b) upon any distribution
              with respect to, any exchange for or any replacement of such Warrant,
              or
              (c) upon any conversion, exercise or exchange of any securities issued
              in
              connection with any such distribution, exchange or replacement; (iii)
              securities issued or issuable upon any stock split, stock dividend,
              recapitalization or similar event with respect to such shares of Common
              Stock; and (iv) any other security issued as a dividend or other
              distribution with respect to, in exchange for, or in replacement of,
              the
              securities referred to in the preceding
              clauses.

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	(f)  	
            “Registration
              Period”
              shall have the meaning ascribed to it in Section
              2(ii).

          


     

    	(g)  	
            “Registration
              Statement”
              means a registration statement or registration statements of the Company
              filed under the Securities Act covering Registrable
              Securities.

          


     

    	(h)  	
            “Register,”“Registered”
              and “Registration”
              refer to a registration effected by preparing and filing a registration
              statement in compliance with the Securities Act and pursuant to Rule
              415
              under the Securities Act or any successor rule providing for offering
              securities on a continuous basis (“Rule
              415”),
              and the declaration or ordering of effectiveness of such registration
              statement by the United States Securities and Exchange Commission (the
              “Commission”).

          


     

    	(i)  	
            “Rule
              144”
              shall have the meaning ascribed to it in Section
              8.

          


     

    	(j)  	
            “Securities
              Act”
              shall mean the Securities Act of 1933, as
              amended.

          


     

    	(k)  	
            “Violations”
              shall have the meaning ascribed to it in Section
              6(a).

          


     

    	(l)  	
            “Penalty
              Warrant”
              shall mean a five-year warrant to purchase 49,000 shares of Common
              Stock
              (subject to appropriate adjustment for any stock splits, stock dividends,
              reorganizations, reclassifications or other similar events by the Company
              after the date hereof) at a per share exercise price that is equal
              to the
              then-prevailing exercise price under the Warrant, and containing
              substantially similar terms as those contained in the certificate
              evidencing the Warrant.

          


     

    Capitalized
      terms defined in the introductory paragraph or the recitals to this Agreement
      shall have the respective meanings therein provided. Capitalized terms used
      herein and not otherwise defined herein shall have the meanings set forth in
      the
      Purchase Agreement or elsewhere in the Transaction Documents.

     

    2.  Mandatory
      Registration.

     

    (i)  The
      Company shall prepare and file with the Securities and Exchange Commission
      (the
“Commission”) not later than the 60th day (the “Filing
      Date”)
      after
      the Closing Date under the Purchase Agreement a Registration Statement or
      Registration Statements (as necessary) on Form SB-2 covering the resale of
      all
      of the Registrable Securities, in an amount sufficient to cover the resale
      of
      the BATL Shares and the shares issuable upon exercise of the Warrant. In the
      event that Form SB-2 is unavailable and/or inappropriate for such a
      registration, the Company shall use such other form as is available and
      appropriate for such a registration. Any Registration Statement prepared
      pursuant hereto shall register for resale at least that number of shares of
      Common Stock equal to the Shares. The Company shall use its best efforts to
      cause the Registration Statement to be declared effective under the Securities
      Act as promptly as possible after the filing thereof, but in any event prior
      to
      the 240th
      day
      after the Filing Date (such day referred to herein as the “Effective Date”);
provided
      that,
      if the
      Registration Statement is not filed by the Filing Date or declared effective
      by
      the Effective Date (each a “Penalty Event”) then the Company shall issue a
      Penalty Warrant to the Purchaser per 30-day period following the Penalty Event
      that the Registration Statement has not been filed and/or that the Effective
      Date has not occurred. Each such Penalty Warrant shall be due within five days
      of the end of each 30-day period. The Registration Statement shall be
      appropriately revised, and/or amended promptly following each such 30-day
      period, as appropriate, to include for resale any additional shares issuable
      upon exercise of such Penalty Warrants.

     

    
      
         

      

      
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    (ii)  The
      Company shall use its best efforts to keep each Registration Statement effective
      pursuant to Rule 415 at all times until such date as is the earlier of (i)
      the
      date on which all of the Registrable Securities have been sold and (ii) the
      date
      on which the Registrable Securities (in the opinion of counsel to each Purchaser
      and acceptable to legal counsel for the Company) may be immediately sold without
      restriction (including without limitation as to volume restrictions by each
      holder thereof) without registration under the Securities Act (the “Registration
      Period”).

     

    (iii)  If
      any
      offering pursuant to a Registration Statement, pursuant to Section 2 hereof,
      involves an underwritten offering (which may only be with the consent of the
      Company), each Purchaser shall have the right to select legal counsel and an
      investment banker or bankers and manager or managers to administer to the
      offering, which investment banker or bankers or manager or managers shall be
      reasonably satisfactory to the Company.

     

    3.  Obligations
      of the Company.
      In
      connection with the registration of the Registrable Securities, the Company
      shall do each of the following:

     

    (a)  Prepare
      and file with the Commission the Registration Statements required by Section
      2
      of this Agreement and such amendments (including post-effective amendments)
      and
      supplements to the Registration Statements and the prospectuses used in
      connection with the Registration Statements, as may be necessary to keep the
      Registration effective at all times during the Registration Period, and, during
      the Registration Period, to comply with the provisions of the Securities Act
      with respect to the disposition of all of the Registrable Securities until
      such
      time as all of such Registrable Securities have been disposed of in accordance
      with the intended methods of disposition by the seller or sellers thereof as
      set
      forth in the Registration Statements;

     

    (b)  If
      the
      Registrable Securities are included in a Registration Statement, the Company
      shall promptly furnish, after such Registration Statement is prepared, filed
      with the Commission, publicly disseminated and distributed and received by
      the
      Company, to the Purchaser and its legal counsel, a copy of the Registration
      Statement, each preliminary prospectus, each final prospectus, and all
      amendments and supplements thereto and such other documents as the Purchaser
      may
      reasonably request in order to facilitate the disposition of its Registrable
      Securities;

     

    (c)  As
      soon
      as practicable for the Company and its counsel, but no later than five business
      days after receipt thereof, furnish to the Purchaser and its counsel copies
      of
      appropriate correspondence between the Company and the Commission with respect
      to any registration statement or amendment or supplement thereto filed pursuant
      to this Agreement;

     

    (d)  Use
      all
      best efforts to (i) register and qualify the Registrable Securities covered
      by
      the Registration Statement under such other securities or blue sky laws, if
      applicable, of such jurisdictions as the Purchaser may reasonably request,
      (ii)
      prepare and file in those jurisdictions such amendments (including
      post-effective amendments) and supplements to such registrations and
      qualifications as may be necessary to maintain the effectiveness thereof at
      all
      times during the Registration Period, (iii) take such other actions as may
      be
      necessary to maintain such registrations and qualifications in effect at all
      times during the Registration Period and (iv) take all other actions necessary
      or advisable to qualify the Registrable Securities for sale in such
      jurisdictions, except that the Company shall not for any such purpose be
      required to qualify generally to do business as a foreign corporation in any
      jurisdiction wherein it would not but for the requirements of this subsection
      (d) be obligated to be so qualified, or to subject itself to taxation in any
      such jurisdiction, or to consent to general service of process in any such
      jurisdiction;

     

    
      
         

      

      
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    (e)  If
      required, list such securities on the OTC Bulletin Board and all other national
      securities exchanges on which any securities of the Company are then listed,
      and
      file any filings required by the OTC Bulletin Board and/or such other filings;
      

     

    (f)  Notify
      the Purchaser and (if requested by the Purchaser) confirm such advice in
      writing, (i) when or if the prospectus or any prospectus supplement or
      post-effective amendment has been filed with the Commission, and, with respect
      to the Registration Statement or any post-effective amendment, when the same
      has
      been declared effective by the Commission, (ii) of any request by the Commission
      for amendments or supplements to the Registration Statement or the prospectus
      or
      for additional information, (iii) of the issuance by the Commission of any
      stop
      order suspending the effectiveness of the Registration Statement or the
      initiation of any proceedings for that purpose, (iv) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      of the Registrable Shares for sale in any jurisdiction or the initiation or
      threatening of any proceeding for such purpose, and (v) of the happening of
      any
      event as a result of which the prospectus included in such Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading in the light of the circumstances
      then existing;

     

    (g)  If
      any
      fact contemplated by clause (v) of paragraph (f), above, shall exist, prepare
      a
      supplement or post-effective amendment to the Registration Statement or the
      related prospectus or any document incorporated therein by reference or file
      any
      other required document so that, as thereafter delivered to the purchaser of
      the
      Registrable Securities the prospectus will not contain an untrue statement
      of
      material fact or omit to state any material fact necessary to make the
      statements therein not misleading;

     

    (h)  If
      the
      Company has consented to an underwritten offering and such offering is
      underwritten, at the request of the Purchaser, to furnish on the date that
      Registrable Securities are delivered to the underwriters for sale pursuant
      to
      such registration: (i) an opinion dated such date of counsel representing the
      Company for the purposes of such registration, addressed to the underwriters
      and
      to the Purchaser, stating that such registration statement has become effective
      under the Securities Act and that (A) to the best knowledge of such counsel,
      no
      stop order suspending the effectiveness thereof has been issued and no
      proceedings for that purpose have been instituted or are pending or contemplated
      under the Securities Act and (B) the registration statement, the related
      prospectus and each amendment or supplement thereof comply as to form in all
      material respects with the requirements of the Securities Act (except that
      such
      counsel need not express any opinion as to financial statements or other
      financial data contained therein) and (ii) a letter dated such date from the
      Company’s independent public accountants addressed to the underwriters and to
      the Purchaser, stating that they are independent public accountants within
      the
      meaning of the Securities Act and that, in the opinion of such accountants,
      the
      financial statements of the Company included in the registration statement
      or
      the prospectus, or any amendment or supplement thereof, comply as to form in
      all
      material respects with the applicable accounting requirements of the Securities
      Act, and such letter shall additionally cover such other financial matters
      (including information as to the period ending no more than five business days
      prior to the date of such letter) with respect to such registration as such
      underwriters may reasonably request; 

     

    (i)  Cooperate
      with the Purchaser to facilitate the timely preparation and delivery of
      certificates for the Registrable Securities to be offered pursuant to the
      Registration Statement and to enable such certificates for the Registrable
      Securities to be in such denominations or amounts, as the case may be, as the
      Purchaser may reasonably request, and registered in such names as the Purchaser
      may request; and, within three business days after a Registration Statement
      which includes Registrable Securities is ordered effective by the Commission,
      the Company shall deliver, and shall cause legal counsel selected by the Company
      to deliver, to the transfer agent for the Registrable Securities (with copies
      to
      the Purchaser) an appropriate instruction and opinion of such counsel,
      satisfactory to the Company, and the Purchaser and its legal
      counsel;

     

    
      
         

      

      
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    (j)  Enter
      into customary agreements (including, in the case of an underwritten offering,
      underwriting agreements in customary form, and including provisions with respect
      to indemnification and contribution in customary form and consistent with the
      provisions relating to indemnification and contribution contained herein) and
      take all other customary and appropriate actions in order to expedite or
      facilitate the disposition of such Registrable Securities and in connection
      therewith:

     

    (i)
        make
      such
      representations and warranties to the Purchaser and the underwriters, if any,
      in
      form, substance and scope as are customarily made by issuers to underwriters
      in
      similar underwritten offerings;

     

    (ii)
        to
      the
      extent requested and customary for the relevant transaction, enter into a
      securities sales agreement with the Purchaser and such representative of the
      Purchaser as the Purchaser shall select relating to the Registration and
      providing for, among other things, the appointment of such representative as
      agent for the Purchaser for the purpose of soliciting purchases of Registrable
      Securities, which agreement shall be customary in form, substance and scope
      and
      shall contain customary representations, warranties and covenants;
      and

     

    (iii)
        deliver
      such customary documents and certificates as may be reasonably requested by
      the
      Purchaser to the extent its Registrable Securities are being sold or by the
      managing underwriters, if any.

     

    The
      above
      shall be done (y) at the effectiveness of such Registration Statement (and
      each
      post-effective amendment thereto) in connection with any registration, and
      (z)
      at each closing under any underwriting or similar agreement as and to the extent
      required thereunder.

     

    (k)  The
      Company shall hold in confidence and not make any disclosure of information
      concerning the Purchaser provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws and/or
      the requests of any self-regulatory organizations, (ii) the disclosure of such
      information is necessary to avoid or correct a misstatement or omission in
      any
      Registration Statement, (iii) the release of such information is ordered
      pursuant to a subpoena or other order from a court or governmental body of
      competent jurisdiction, or (iv) such information has been made generally
      available to the public other than by disclosure in violation of this or any
      other agreement. The Company agrees that it shall, upon learning that disclosure
      of such information concerning the Purchaser is sought in or by a court or
      governmental body of competent jurisdiction or though other means, give prompt
      notice to the Purchaser prior to making such disclosure, and allow the
      Purchaser, at its expense, to undertake appropriate action to prevent disclosure
      of, or to obtain a protective order for, such information.

     

    4.  Obligations
      of the Purchaser to Provide Information.
      In
      connection with the registration of the Registrable Securities, the Purchaser
      shall furnish to the Company such information regarding itself, the Registrable
      Securities held by it and the intended method of disposition of the Registrable
      Securities held by it as shall be reasonably required to effect the registration
      of such Registrable Securities, and the Purchaser shall execute any and all
      such
      documents in connection with such registration as the Company and its legal
      counsel may reasonably request. At least five business days prior to the first
      anticipated filing date of the Registration Statement, the Company shall notify
      the Purchaser of the information the Company requires of the Purchaser to be
      included in the Registration Statement. The Purchaser shall give sufficient
      notice to the Company before selling any Registrable Securities so that the
      Company may prepare and file any necessary post-effective amendments to the
      Registration Statement or such additional filings as shall be necessary or
      desirable. 

     

    
      
         

      

      
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    5.  Expenses
      of Registration.
      All
      expenses, other than underwriting discounts and commissions and other fees
      and
      expenses of investment bankers, other brokerage commissions and legal fees
      of
      the Purchasers, incurred in connection with registrations, filings or
      qualifications pursuant to Section 3, but including, without limitation, all
      registration, listing, and qualification fees, printing and accounting fees,
      and
      the fees and disbursements of counsel for the Company, with respect to the
      Registration Statement filed pursuant hereto, shall be borne by the Company.
      

     

    6.  Indemnification.
      In the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement:

     

    (a)  The
      Company will indemnify and hold harmless the Purchaser, each of its officers,
      directors, members, managers, partners and shareholders, and each person, if
      any, who controls the Purchaser within the meaning of the Securities Act or
      the
      Exchange Act (each, an “Indemnified
      Person”),
      against any losses, claims, damages, liabilities or expenses (joint or several)
      incurred (collectively, “Claims”)
      to
      which any of them may become subject under the Securities Act, the Exchange
      Act
      or otherwise, insofar as such Claims (or actions or proceedings, whether
      commenced or threatened, in respect thereof) arise out of or are based upon:
      (i)
      any untrue statement or alleged untrue statement of a material fact contained
      in
      the Registration Statement or any post-effective amendment thereof or the
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances in which they were made, not misleading, (ii) any untrue
      statement or alleged untrue statement of a material fact contained in any
      preliminary prospectus if used prior to the effective date of such Registration
      Statement, or contained in the final prospectus (as amended or supplemented,
      if
      the Company files any amendment thereof or supplement thereto with the
      Commission) or the omission to state therein any material fact necessary in
      order to make the statements made therein, in light of the circumstances under
      which they were made, not misleading, or (iii) any violation or alleged
      violation by the Company of the Securities Act, the Exchange Act, any state
      or
      foreign securities law or any rule or regulation under the Securities Act,
      the
      Exchange Act or any state or foreign securities law (the matters in foregoing
      clauses (i) through (iii) being, collectively, “Violations”).
      The
      Company shall, subject to the provisions of Section 6(b) below, reimburse the
      Purchaser, promptly as such expenses are incurred and are due and payable,
      for
      any reasonable legal and other reasonable costs, expenses and disbursements
      in
      giving testimony or furnishing documents in response to a subpoena or otherwise,
      including without limitation, the costs, expenses and disbursements, as and
      when
      incurred, of investigating, preparing or defending any such action, suit,
      proceeding or investigation (whether or not in connection with litigation in
      which the Purchaser is a party), incurred by it in connection with the
      investigation or defense of any such Claim. Notwithstanding anything to the
      contrary contained herein, the indemnification agreement contained in this
      Section 6(a) shall not (i) apply to any Claim arising out of or based upon
      a
      modification which occurs in reliance upon and in conformity with information
      furnished in writing to the Company by or on behalf of any Indemnified Person
      expressly for use in connection with the preparation of the Registration
      Statement or any such amendment thereof or supplement thereto; (ii) be available
      to the extent that such Claim is based upon a failure of the Purchaser to
      deliver or to cause to be delivered the prospectus made available by the
      Company, if such prospectus was timely made available by the Company pursuant
      to
      Section 3(b) hereof; or (iii) apply to amounts paid in settlement of any Claim
      if such settlement is effected without the prior written consent of the Company,
      which consent shall not be unreasonably withheld. Such indemnity shall remain
      in
      full force and effect regardless of any investigation made by or on behalf
      of
      the Indemnified Person and shall survive the transfer of the Registrable
      Securities by the Purchaser pursuant to Section 9. 

     

    
      
         

      

      
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    (b)  The
      Purchaser will indemnify the Company and its officers and directors against
      any
      Claims arising out of or based upon a Violation which occurs in reliance upon
      and in conformity with information furnished in writing to the Company, by
      or on
      behalf of the Purchaser, expressly for use in connection with the preparation
      of
      the Registration Statement (including any modifications, amendments or
      supplements thereto), subject to such limitations and conditions as are
      applicable to the indemnification provided by the Company in this Section 6;
      provided, however, that in no event shall any indemnity by the Purchaser under
      this Section 6 exceed the amount of the net proceeds received by the Purchaser
      in connection with the offering effected through such Registration
      Statement.

     

    (c)  Promptly
      after receipt by an Indemnified Person under this Section 6 of notice of the
      commencement of any action (including any governmental action), such Indemnified
      Person shall, if a Claim in respect thereof is to be made against any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and to the extent that the indemnifying party
      so desires, jointly with any other indemnifying party similarly notified, to
      assume control of the defense thereof with counsel mutually satisfactory to
      the
      indemnifying party and the Indemnified Person, provided, however, that an
      Indemnified Person shall have the right to retain its own counsel with the
      reasonable fees and expenses to be paid by the indemnifying party, if, in the
      reasonable opinion of counsel retained by the indemnifying party, the
      representation by such counsel of the Indemnified Person and the indemnifying
      party would be inappropriate due to actual or potential differing interests
      between such Indemnified Person and any other party represented by such counsel
      in such proceeding. In such event, the Company shall pay for only one separate
      legal counsel for the Purchaser, and such legal counsel shall be selected by
      the
      Purchaser. The failure to deliver written notice to an indemnifying party within
      a reasonable time after the commencement of any such action shall not relieve
      such indemnifying party of any liability to the Indemnified Person under this
      Section 6, except to the extent that the indemnifying party is materially
      prejudiced in its ability to such action. The indemnification required by this
      Section 6 shall be made by periodic payments of the amount thereof during the
      course of the investigation or defense, as such expense, loss, damage or
      liability is incurred and is due and payable.

     

    (d)  No
      indemnifying party, in the defense of any such claim or litigation, shall,
      except with the consent of each Indemnified Party, consent to entry of any
      judgment or enter into any settlement which does not include as an unconditional
      term thereof the giving by the claimant or plaintiff to such Indemnified Person
      of an unconditional and irrevocable release from all liability in respect of
      such claim or litigation.

     

    (e)  Notwithstanding
      the foregoing, to the extent that any provisions relating to indemnification
      or
      contribution contained in the underwriting agreements entered into among the
      Company, the underwriters and the Purchaser in connection with the underwritten
      public offering are in conflict with the foregoing provisions, the provisions
      in
      such underwriting agreements shall be controlling as to the Registrable
      Securities included in the public offering; provided,
      however,
      that
      if, as a result of this Section 6(e), the Purchaser, or each of its officers,
      directors, members, partners, shareholders or any person controlling the
      Purchaser is or are held liable with respect to any Claim for which they would
      be entitled to indemnification hereunder but for this Section 6(e) in an amount
      which exceeds the aggregate proceeds received by the Purchaser from the sale
      of
      Registrable Securities included in a registration pursuant to such underwriting
      agreement (the “Excess
      Liability”),
      the
      Company shall reimburse the Purchaser for such Excess Liability.

     

    
      
         

      

      
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    7.  Contribution.
      To the
      extent any indemnification by an indemnifying party is prohibited or limited
      under applicable law, the indemnifying party agrees to contribute to the amount
      paid or payable by such indemnified party as a result of such loss, claim,
      damage, liability or expense in such proportion as is appropriate to reflect
      the
      relative fault of the indemnifying party on the one hand and the Indemnified
      Person on the other hand in connection with the statements or omissions which
      resulted in such Claim, as well as any other relevant equitable considerations.
      The relative fault of the indemnifying party and the Indemnified Person shall
      be
      determined by reference to, among other things, whether the untrue statement
      of
      a material fact or the omission to state a material fact on which such Claim
      is
      based relates to information supplied by the indemnifying party or by the
      Indemnified Person, and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or omission.
      Notwithstanding the forgoing, (a) no contribution shall be made under
      circumstances where the payor would not have been liable for indemnification
      under the fault standards set forth in Section 6, (b) no seller of Registrable
      Securities guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) shall be entitled to contribution from any seller
      of Registrable Securities who was not guilty of such fraudulent
      misrepresentation and (c) contribution by any seller of Registrable Securities
      shall be limited in amount to the net proceeds received by such seller from
      the
      sale of such Registrable Securities. The Company and the Purchaser agree that
      it
      would not be just and equitable if contribution pursuant to this Section 7
      were
      determined by pro rata
      allocation (even if the Purchaser and any other party were treated as one entity
      for such purpose) or by any other method of allocation that does not take
      account of the equitable considerations referred to in this
      Section.

     

    8.  Reports
      Under Exchange Act.
      With a
      view to making available to the Purchaser the benefits of Rule 144 promulgated
      under the Securities Act or any other similar rule or regulation of the
      Commission that may at any time permit the Purchasers to sell securities of
      the
      Company to the public without registration (“Rule
      144”),
      the
      Company agrees to cause its successor in interest by merger to:

     

    (i)
        make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

     

    (ii)
        file
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Company under the Securities Act and the Exchange Act; and

     

    (iii)
        furnish
      to the Purchaser so long as the Purchaser owns Shares or Warrants promptly
      upon
      request, (i) a written statement by the Company that it has complied with the
      reporting requirements of the Securities Act and the Exchange Act, (ii) a copy
      of the most recent annual or periodic report of the Company and such other
      reports and documents so filed by the Company and (iii) such other information
      as may be reasonably requested to permit the Purchaser to sell such securities
      pursuant to Rule 144 without registration.

     

    9.  Assignment
      of the Registration Rights.
      The
      rights to have the Company register Registrable Securities pursuant to this
      Agreement shall be automatically assigned by the Purchaser to any transferee
      of
      the Shares or Warrants held by the Purchaser if: (a) the Purchaser agrees in
      writing with the transferee or assignee to assign such rights, and a copy of
      such agreement is furnished to the Company within a reasonable time after such
      assignment; (b) the Company is, at the time of such transfer within five
      business days after such transfer or assignment, furnished with written notice
      of the name and address of such transferee or assignee; and (c) at or before
      the
      time the Company receives the written notice contemplated by clause (b) of
      this
      sentence, the transferee or assignee agrees in writing with the Company to
      be
      bound by all of the provisions contained herein.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    10.  Amendment
      of Registration Rights.
      Any
      provision of this Agreement may be amended and the observance thereof may be
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively), only with the written consent of the Company and each such
      Purchaser. Any amendment or waiver effected in accordance with this Section
      10
      shall be binding upon such Purchaser and the Company.

     

    11.  Miscellaneous.

     

    (a)  A
      person
      or entity is deemed to be a holder of Registrable Securities whenever such
      person or entity owns of record such Registrable Securities or Warrants
      exercisable into such Registrable Securities. If the Company receives
      conflicting instructions, notices or elections from two or more persons or
      entities with respect to the same Registrable Securities, the Company shall
      act
      upon the basis of the instructions, notice or election received from the
      registered owner of such Registrable Securities or Warrants.

     

    (b)  Any
      notice required or permitted hereunder shall be given in writing (unless
      otherwise specified herein) and shall be effective upon personal delivery,
      via
      facsimile (upon receipt of confirmation of error-free transmission) or two
      business days following deposit of such notice with an internationally
      recognized courier service, with postage prepaid and addressed to each of the
      other parties thereunto entitled at the address set forth below in this Section
      11(b), or at such other addresses as a party may designate by ten (10) days
      advance written notice to each of the other parties hereto. All notices shall
      be
      addressed as follows:

     

    


    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
      Purchaser: 

     

    BATL
      BioEnergy LLC

    7
      Lakeside Drive

    Rye,
      New
      York 10580

    Attn:
      Thomas Donino

    Telecopier
      No.: (914) 921-3495

    


    


    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    


    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

    


    (c)  Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

     

    (d)  This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New York, without giving effect to conflicts of laws issues. Each
      of the parties agrees to the jurisdiction of the federal courts whose districts
      encompass any part of the City of New York or the state courts of the State
      of
      New York sitting in the City of New York in connection with any dispute arising
      under this Agreement and hereby waives, to the maximum extent permitted by
      law,
      any objection, including any objection based on forum non
      conveniens,
      to the
      bringing of any such proceeding in such jurisdictions. This Agreement may be
      signed in two or more counterparts, each of which shall be deemed an original.
      The headings of this Agreement are for convenience of reference and shall not
      form part of, or affect the interpretation of, this Agreement. If any provision
      of this Agreement shall be invalid or unenforceable in any jurisdiction, such
      validity or unenforceability shall not affect the validity or enforceability
      of
      the remainder of this Agreement or the validity or enforceability of this
      Agreement in any other jurisdiction. Subject to the provisions of Section 10
      hereof, this Agreement may be amended only by an instrument in writing signed
      by
      the party to be charged with enforcement.

     

    (e)  This
      Agreement, together with the other Transaction Documents, constitutes the entire
      agreement among the parties hereto with respect to the subject matter hereof.
      This Agreement supersedes all prior agreements and understandings among the
      parties hereto with respect to the subject matter hereof.

     

    (f)  Subject
      to the requirements of Section 9 hereof, this Agreement shall inure for the
      benefit of and be binding upon the successors and assigns of each of the parties
      hereto.

     

    (g)  All
      pronouns and any variations thereof refer to the masculine, feminine or neuter,
      singular or plural, as the context may require.

     

    (h)  The
      Company acknowledges that any failure by the Company to perform its obligations
      under Section 2, or any delay in such performance could result in direct and
      indirect damages to the Purchasers, and the Company agrees that, after notice
      and time to cure in addition to any other liability the Company may have by
      reason of any such failure or delay, the Company shall be liable for all direct
      and consequential damages caused by any such failure or delay. Nothing herein
      shall limit each Purchaser’s right to pursue any claim seeking such direct or
      consequential damages.

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be executed as of the date first written above.

     

    
      	 	 	 
	 	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




     

    
      
         

      

      
        11