Exhibit 1
1
AGREEMENT
This agreement is entered into this 30 day of November, 2001, by and among
R-TEC TECHNOLOGIES, INC., a corporation organized and existing in good standing
under the laws of New Jersey, hereinafter below sometimes referred to as R-TEC,
with an office at 00 Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000, Xxxxxxx X. Xxxx,
hereinafter below sometimes referred to as Xxxx, with a mailing address at X.X.
Xxx 000, Xxxxxx, Xxx Xxxx 00000-0000, Xxxxx X. Xxxxxx, hereinafter below
sometimes referred to as Xxxxxx, with a mailing address at 0000 Xxxxxx Xxxxxx,
Xxxxxx Xxxxxx, Xxx Xxxx x0000-0x00, and Xxxxxx Xxxxx, hereinafter below
sometimes referred to as Stack, with a mailing address at 0 Xxxxx Xxxxx,
Xxxxxxx, Xxx Xxxx 00000.
WITNESSETH
WHEREAS R-TEC owns, has licenses with respect to, and/or is in the process
of applying for patent coverage, or is in the process of negotiating for certain
proprietary rights with respect to, and alone or in conjunction with others is
developing related proprietary and non-proprietary manufacturing, packaging,
delivery, detection, neutralizing, testing and training devices and systems with
respect to all matters concerned with chemical, bio1ogical, and radioactive
weapons, and their antidotes and/or treatments, storage, dispersal, detection,
alteration, containment, and/or neutralization, including all related chemicals,
biologicals, storage, detection, dispersal, alarm, treatment, neutralization,
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and destruction methodologies, and
WHEREAS R-TEC is developing new compounds, mixtures, substances and
methods of detecting, neutralizing, treating, and using in training devices,
with respect to all matters concerned with chemical, biological, and radioactive
weapons, and their antidotes and/or treatments, and their storage, dispersal1
detection, alteration, containment, and/or neutralization, Including all related
chemicals, biologicals, storage, dispersal, detection, alarm, treatment or
neutralization, and destruction methodologies, and
WHEREAS R-TEC has been seeking to expand its management team so as to be
able to internally produce sound general business judgments by knowledgeable
people and entities whose training and experience give them entree to
governmental and private organizations, both in the United States and abroad,
which are interested in purchasing, licensing, manufacturing, storing, using,
experimenting with, modifying and installing in detection, warning, delivery,
storage, dispersal, and neutralizing modes and systems, some or all of the
products and systems above-referenced, and
WHEREAS R-TEC has already identified certain prospectively uniquely and
highly qualified individuals whose individual education, military and civilian
experience, and entree to key governmental and private sector offices, both
military and civilian, at the national, state, or local level, both in the
United States and among allied and as yet formally uncommitted nations in the
war on terrorism, which use explosives, chemicals,
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biologicals, incendiaries, and atomics, and
WHEREAS three such individuals, all of whom meet the qualifications
hereinabove set forth, namely, Messrs. Xxxxxxx X. Xxxx, Xxxxx X. Xxxxxx, and
Xxxxxx Xxxxx, are all prepared to work as a team of consultants in behalf of
R-TEC's efforts hereinabove mentioned, and to accept memberships on a Board of
Advisors to be created by R-TEC,
NOW, THEREFORE, in consideration of the mutual premises, representations,
and covenants herein set forth,
BE IT AGREED by and among the parties signatory hereto as follows:
1. That R-TEC hereby engages said Messrs. Ward, Levine, and Stack as
individual consultants who shall work together as cooperating individual
consultants, and as members of R-TEC's Board of Advisors with R-TEC end it
various other consultant and/or affiliates in furtherance of R-TEC's goals and
objectives in aiding in the defense of the free world and facilitating the
elimination and/or reduction and/or containment of the threat of global
terrorism, and
2. That Messrs. Ward, Levine, and Stack shall endeavor to bring to the
attention of appropriate policy and technical level government civilian and
military leaders and private sector civilian scientists, educators, and
industrialists, both in the United States and in countries allied with the
United States in defending against terrorist attacks, and the building of
terrorist weaponry, stockpiles, arid delivery systems, those products,
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countermeasures, and treatment and prevention techniques of R-TEC, all with the
purpose of funding R-TEC's products and techniques through development and
testing to the point of deployment in behalf of the United States and its
allies, and
3. That R-TEC shall have the right to veto particular approaches proposed
by any of said Messrs. Ward, Levine, and/or Stack, all without penalty to R-TEC
or to any of said three individuals, and
4. That Messrs. Xxxx, Xxxxxx and Stack individually shall have the right
to insist that their individual names shall not be used in connection with
approaches to particular prospective supporters, endorsers, or users of R-TEC'S
existing or proposed product and service lines, but that all of said three
consultants hereby accept membership on R-TEC's Board of Advisors, with such
acceptances conferring normal disclosure rights re same on R-TEC, and
5. That Messrs. Ward, Levine, and Stack together and individually shall
unconditionally abide by any decision of R-TEC, not to deal or make disclosures
in matters covered herein with any party rejected by R-TEC, without R-TEC having
to demonstrate its reasons for such a decision not to either deal or disclose,
and
6. That, for participating in the instant program as aforesaid, Messrs.
Xxxx, Xxxxxx and Stack each shall receive as soon as is reasonably practicable
after the instant agreement is signed by all of the named participants herein,
i.e., said three individuals and R-TEC, individual compensation of 102,640
shares
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of R-TEC's common stock, which number of shares represents two percent of all
presently actually issued arid. outstanding shares of R-TEC plus two percent of
all R-TEC shares presently reserved against future issuance by virtue of
exercise of existing conversion or exercise rights, all call rights, or
automatic issuance upon triggering events occurring within relevant time limits,
and that a registration statement under the Securities Act of 1933 as amended,
covering all shares issued hereunder to Messrs. Xxxx, Xxxxxx and Stack will be
filed within 180 days on the signing of this agreement by all four signatories,
without cost to Messrs. Xxxx, Xxxxxx and Stack.
7. That it is understood and agreed that Messrs. Ward, Levine, and Stack
do not have to pass any performance hurdles in order to absolutely and
unconditionally become entitled to receive the stock of R-TEC as aforesaid
hereinabove, and
8. That is further understood and agreed that Messrs. Xxxx, Xxxxxx and
Stack, immediately upon execution hereof, collectively shall be entitled to
compensation at the rate of 15% (fifteen percent) of all net profit on all sales
of the C-BAND product and. service and C-BAND related products and services, by
R-TEC, of the kind hereinabove mentioned, it being agreed that such
commissionable income shall include basic price per unit sold or leased or
manufactured or used under license, as well as of services performed, regardless
of the nature of said services, and regardless of whether such pricing by R-TEC
of C-BAND and/or C-BAND related products or the C-BAND related services and/or
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related services shall be fixed or contingent, it being understood and agreed
that said "net profit," as used herein, means all profit on sales and/or rentals
and/or license fees, and/or services of any kind provided, which profit shall be
computed after selling expenses and before any charges against income for
depreciation, interest, taxes, or use fees (of any kind, and by any level of
government whatsoever), with such entitlement compensation to be paid by R-TEC
within ninety (90) days following June 30 and December 31 of each computational
calendar year, provided that R-TEC has received compensation from its customers,
and
9. That it is understood and agreed that whatever compensation is paid by
R-TEC to any Israeli citizen, present, former, or future Israeli resident, or
Israeli business entity or proprietorship, or Israeli-based consultant, or
Israeli governmental or quasi-governmental entity or organization for its or
their services in introducing R-TEC and/or its personnel, consultants, and/or
products, services, or technology to any arm of the Israeli Government, shall be
for the sole account of R-TEC and shall in no way be a cost to be borne by
Messrs. Ward, Levine, and/or Stack hereunder, and shall not serve to reduce any
consideration flowing to Messrs. Ward, Levine, and/or Stack hereunder, except to
the extent it reduces net profit for the purposes of calculation in paragraph 8.
IN WITNESS WHEREOF, the parties hereto have set their respective
signatures, thereby also indicating their respective
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representations that each signatory hereto has full authority to enter into the
instant agreement and to bind the entity it represents and that none of the
individual signatories hereto is under any bar, prohibition, limitation, or
restriction with respect to its plenary power to so sign.
R-TEC TECHNOLOGIES, INC.
By /s/ Xxxxxx Xxxxxx, its President Dated: 12/4/01
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Printed name and signature
XXXXXXX X. XXXX /s/ Xxxxxxx X. Xxxx Dated: 12/4/01
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signature
XXXXX X. XXXXXX /s/ Xxxxx X. Xxxxxx Dated: 12/4/01
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signature
XXXXXX XXXXX /s/ Xxxxxx Xxxxx Dated: 12/4/01
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signature
