EXHIBIT 4.3 CONSULTING AGREEMENT
CONSULTING AGREEMENT as of the 8th day of October 2001, between R-Tec
Technologies, Inc., a New Jersey corporation having a place of business at 00
Xxxxxx Xxxx, Xxxxxxxx, XX 00000 ("R-Tec") and Xxxx X. Xxxxxxxx, Esq., having an
office at 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000 ("Halperin").
W I T N E S S E T H
WHEREAS, The Company wishes to engage Halperin upon the terms and
conditions herein provided;
NOW, THEREFORE, in consideration of the premises and of the respective
covenants and agreements of the parties herein contained, the parties hereto
agree as follows:
1. Term of Engagement. The engagement of Halperin by the Company under the
Agreement shall commence on October 8, 2001 (the "Commencement Date") and shall
continue thereafter unless terminated for a period of one year (the "Term").
2. Services. Halperin shall render legal services for the Company, including the
preparation of Registration Statements on Form S-8.
3. Compensation.
(a) Fees. Halperin shall be issued 20,000 shares of the Company's common
stock payable in full upon the execution of this Agreement, which shall consist
of review of SEC filings for the period ending December 31, 2001. Compensation
for the remainder of the term shall be as agreed upon by R-Tec and Halperin.
(b) Expenses. During the term of its engagement hereunder, Halperin shall
be entitled to receive reimbursement for all reasonable out-of-pocket expenses
incurred by him in performing services hereunder within the limits of authority
which may be established by the Board of Directors, provided that Halperin
properly accounts for such expenses in accordance with Company policy.
4. Miscellaneous. This Agreement contains the entire agreement between R-Tec and
Halperin with respect to the subject matter hereof and there have been no oral
or other agreements of any kind whatsoever as a condition, precedent or
inducement to the signing of this Agreement or otherwise concerning this
Agreement or the subject matter hereof. Any waiver of any breach of any terms or
conditions of this Agreement shall not operate as a waiver of any other breach
of such terms or conditions or any other term or condition, nor shall any
failure to enforce any provision hereof on any one occasion operate as a waiver
of such provision or of any provision hereof or a waiver of the right to enforce
such provision on any subsequent occasion. This Agreement may not be amended,
nor shall any waiver, change, modification, consent or discharge be effected,
except by an instrument in writing executed by or on behalf of the party against
whom enforcement of any such amendment, waiver, change, modification, consent or
discharge is sought. If any provision of this Agreement shall be held or deemed
to be, or shall in fact be, invalid, inoperative, or unenforceable as applied to
any particular case in any jurisdiction or jurisdictions, or in all
jurisdictions or in all cases, because of the conflict of any provision with any
constitution or statute or rule of public policy or for any other reason, such
circumstance shall not have the effect of rendering the provision or provisions
in question invalid, inoperative, or unenforceable in any jurisdiction or in any
other case or circumstance or of rendering any other provision or provisions
herein contained invalid, inoperative or unenforceable to the extent that such
other provisions are not themselves actually in conflict with such constitution,
statute or rule of public policy, but this Agreement shall be reformed and
construed in any such jurisdiction or case as if such invalid, inoperative or
unenforceable provision had never been contained herein, and such provision
reformed so that it would be valid, operative and enforceable to the maximum
extent permitted in such jurisdiction or in such case. This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of New York. Any notices required or permitted by this Agreement shall be in
writing and personally delivered or mailed by certified or registered mail,
return receipt requested, addressed to the parties at their addresses set forth
above, or to such other addresses as one party may specify to the other party,
from time to time, in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
R-Tec Technologies, Inc.
BY:
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Xxxxxx Xxxxxx, President
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Xxxx X. Xxxxxxxx
