MEMORANDUM OF UNDERSTANDING
The following represents an understanding regarding the terms of an agreement ("Agreement") between RubyCat
Technology ("RCT") and its subsidiaries, and direct and indirect affiliates and the EnerTeck Chemical
Corporation and its subsidiaries, and direct and indirect affiliates ("EnerTeck"). (RCT and EnerTeck, each a
"Party", and collectively referred to herein as "Parties") for the sale by RCT and purchase and marketing by
EnerTeck of RCT's diesel fuel additive products for the diesel fuel market (such products from RCT will
hereinafter be referred to as "EnerBurn"). Such marketing of RCT's diesel fuel additive products will be
supported by RCT with its associated application services and technology. Also presented herein are the basic
terms of agreement for a purchase option for EnerTeck to acquire RCT's EnerBurn products and related
Technology as more fully discussed in Section 2, below.
The Parties shall each give best effort to cause this endeavor to reach fruition and will not engage in any activity or
representation that would circumvent, impede, conflict or compete with this Agreement.
RCT and EnerTeck agree as follows:
1. SUPPLY AND MARKETING AGREEMENT The Parties agree that the term "mutual exclusivity" for the
purposes of this agreement means that EnerTeck will collaborate with and purchase EnerBurn products and
services exclusively from RCT and RCT will collaborate with and sell EnerBurn Diesel products and services
exclusively to EnerTeck as outlined herein and neither party will have third party relationships that would compete
with or impede the Agreement herein. This mutual exclusivity in Diesel fuel markets specifically excludes Diesel
aftertreatment hardware and technology. The Parties agree to mutual exclusivity for developing substantial sales
of RCT's EnerBurn products and application services in Diesel fuel markets as follows:
(a) EnerTeck and RCT are currently collaborating in the development of Diesel transportation and various
industri