EXHIBIT 4.1

                            SPIRA Consulting Company
                              315 East 86th Street
                            New York, New York 10028
                                Tel: (212) 427-8009
                           e-Mail: bigbadalan@msn.com

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 Robert A. Spira ("SPIRA") 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 SPIRA,  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.

SPIRA 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 SPIRA agrees to be engaged under the following  terms and
conditions:

      1.    The  fee  for  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.
<PAGE>

Mr. Philip Lacqua
October 8, 2001
Page Two


      3.    The Company shall  reimburse SPIRA 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.    SPIRA  is  engaged  in  the  business  of  business,  marketing  and
            financial  consulting and nothing in this  agreement  shall prohibit
            SPIRA 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/ Robert A. Spira
                                             ---------------------------------
                                             Robert A. Spira, Principal

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

R-Tec Technologies, Inc.

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