EXHIBIT 4.2

                            MORANO Consulting Company
                              405 East 56th Street
                            New York, New York 10022
                               Tel: (212) 758-7035

October 8, 2001

R-Tec Technologies, Inc.
37 Ironia Road
Flanders, New Jersey O7836

Attention: Mr. Philip Lacqua, President

Gentlemen:

We have  reviewed  the  publicly  available  information  regarding  the sale of
products and services by Re-Tec Technologies, Inc. ("you" or the "Company"). You
have  apprised us that the  Company is seeking to  establish  manufacturing  and
distribution  relationships and bring three initial products to the marketplace,
following  which the Company will seek to expand the product  lines and increase
market  penetration  of its products,  based upon a preliminary  marketing  plan
recently completed by the Company's marketing consultant.

You are prepared to retain David L. Morano ("MORANO") as the Company's Strategic
Planning  Consultant to assist you in the further  development of your business,
marketing and financial  strategy and to refine your Business Plan (the "Plan").
As a part of your engagement of MORANO,  you agree to provide us with reasonable
access to your  employees,  consultants  and vendors and to the  information  we
reasonably require to complete our due diligence and prepare the Plan.

MORANO shall not be required to manage or otherwise participate in the placement
of any of the  proposed  securities,  nor to  perform  any  services  which  may
constitute it as an "underwriter," as that term is defined by the SEC.

Your hereby engage and MORANO agrees to be engaged under the following terms and
conditions:

      1.    The fee for assisting in the  development and writing of the revised
            and  definitive  Plan (the  "Plan  Fee")  shall be the  issuance  of
            options to purchase  225,000 shares of the Company's common stock at
            a price of $0.75 per share; such options shall be  contemporaneously
            registered  with the SEC as S-8 shares  (the "S-8  Securities")  and
            shall  expire one year from the date of  issuance.  You agree to pay
            the Plan Fee upon your acceptance of this letter agreement.

      2.    The final draft of the Plan (which for purposes  hereof shall mean a
            complete  Business  Plan and relevant due  diligence  materials,  in
            final  form  and  suitable  for  copying)   shall  be  delivered  in
            approximately 60 days.
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Mr. Philip Lacqua
October 8, 2001
Page Two


      3.    The Company shall reimburse MORANO and his agents for the reasonable
            costs  incurred by it (including air travel at coach fare rates) and
            for lodging and meals at  locations  of more than 50 miles  distance
            from New York City in the  performance  of its  services  hereunder,
            subject to the prior approval of the Company.

      4.    MORANO  is  engaged  in the  business  of  business,  marketing  and
            financial  consulting and nothing in this  agreement  shall prohibit
            MORANO  from  continuing  business  operations  or  from  having  an
            interest in any business or transaction  which is  competitive  with
            your enterprise, so long as confidential information supplied by you
            or any  of  your  companies  is  not  used  to  damage  you or  your
            companies, nor to enhance the competitor's position, or both.

      5.    All prior  agreements  and  understandings  between  the parties are
            superseded in full by this agreement,  which incorporates the entire
            agreement  between the parties hereto.  No modification or amendment
            to this  agreement  can be made  unless in a  writing  signed by the
            parties hereto.

      6.    The validity and effect of this  agreement  shall be governed by and
            construed and enforced in  accordance  with the laws of the State of
            New York. In the event of a dispute, the parties explicitly agree to
            be bound by the arbitration  procedures of the American  Arbitration
            Association.

If the  foregoing  correctly  sets forth our  understanding  with respect to the
subject  matter  hereof,  please  execute this letter and return to me a copy of
this letter, which then shall become a binding and enforceable agreement between
us, our assigns and successors.

                                             Sincerely yours,

                                             /s/ David L. Morano
                                             -----------------------------------
                                             David L. Morano, Principal

AGREED TO AND ACCEPTED AS OF
THE DATE HEREIN ABOVE AFFIXED:

R-Tec Technologies, Inc.

/s/ Philip Lacqua
-----------------------------------
Mr. Philip Lacqua
President