ENERTECK CORPORATION
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
April __, 2006
BATL BioEnergy LLC
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▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Re: EnerTeck Corporation (the "Company")
Dear ▇▇▇:
Reference is made to the Registration Rights Agreement (the "Agreement')
dated as of December 9, 2005 by and between the Company and BATL BioEnergy LLC
("BATL"). Pursuant to Section 2(i) of the Agreement, among other things, the
Company has agreed to prepare and file a Registration Statement or Registration
Statements (as necessary) with the Securities and Exchange Commission covering
the resale of the Registrable Securities (as defined in the Agreement) and upon
any delay in the filing or effective date of such Registration Statement, BATL
will be entitled to receive a Penalty Warrant (as defined in the Agreement) per
30-day period of such delay.
For the avoidance of doubt, the parties to the Agreement agree that the
number of shares of the Company's common stock underlying each Penalty Warrant
shall be prorated, as appropriate, to reflect partial 30-day periods during
which a delay has occurred.
In addition, notwithstanding anything to the contrary contained in the
Agreement, it is hereby agreed that (a) in the event the Filing Date (as defined
in the Agreement) occurs between any date from and including March 16, 2006 and
April 30, 2006 (the "Initial Period"), the number of shares of Common Stock
underlying any Penalty Warrant issuable in respect of all Penalty Events
occurring prior to April 30, 2006 shall be 30,000 (such warrant for Penalty
Events occuring during such period the "Initial Warrant"), regardless of at
which point during the Initial Period the filing date occurs and (b) the Initial
Warrant shall not be issuable to BATL, but shall be issuable in two certificates
in accordance with the following: (A) ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be issued a warrant
for the purchase of 28,500 shares of Common Stock and (B) ▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be
issued a warrant for the purchase of 1,500 shares of Common Stock.
Except as modified herein, the Agreement remains in full force and effect.
BATL BioEnergy LLC
April __, 2006
Page 2
If this letter accurately reflects our agreement with regard to the above,
please sign and return this letter via facsimile.
Very truly yours,
ENERTECK CORPORATION
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer
AGREED AND ACCEPTED AS OF
THE ___ DAY OF __________, 2006:
BATL BIOENERGY LLC
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President