Contract
Exhibit
10.5
X.X.Xxxxxxxxxxxxx
Consultants, Inc
0000
Xxxxxxx Xxxxxxx, Xxxxx 00
.
Xxxxxxx, XX 00000
(000)
000-0000
(000)
000-0000 fax
January
12, 2007
Red
Reef
Laboratories International, Inc.
000
Xxxxxxx Xx.
#000
Xxxxxxxxx
Xxxxx, XX 00000
This
letter sets forth the agreement (the “Agreement”) between Red
Reef Laboratories International, Inc. (the
“Company”) and I.R. International Consultants, Inc. (“I.R.”). The term of this
agreement shall be from January 12, 2007 through July 12, 2007 (six
months).
I.R.
agrees to advise, consult, and generally help The Company in executing their
business plan. I.R. will draft, write, and consult with The Company on all
press
releases and public disclosures that the Company may want to disseminate. In
addition, I.R. agrees to arrange for meetings with brokerage firms, potential
investors, and help arrange for the Company to present at various investment
seminars and conferences. I.R. may also choose to investigate possible strategic
alliances, new customers for The Company’s products, or business strategies such
as acquisitions for the Company, or identify sources of bank or institutional
credit lines or other financing for certain of The Company’s lines of business
(collectively, a “Business Opportunity”). For their efforts on behalf of The
Company, I.R. shall receive, payable upon the signing of this agreement,
3,000,000 (three million) shares of the Company’s common stock (OTC:PK RRLB).
I.R. shall also be entitled to receive from The Company a “Transaction Fee” of
ten percent (10%) as a result of any transaction effected by The Company with
a
Business Opportunity introduced by I.R. or by a third party introduced by I.R.
during the length of this contract. That fee shall be based upon the net value
of the consideration, securities, property, business, assets, or other value
given, paid, transferred or contributed by, or to The Company. Unless otherwise
mutually agreed in writing prior to the closing of any Business Opportunity,
the
Transaction Fee shall be paid in the form of cash or the registered, common
stock of Red Reef Laboratories International, Inc. (OTC:PK RRLB) based on the
closing bid price of the common stock of Red Reef Laboratories International,
Inc (OTC:PK RRLB) on the day prior to the closing of the aforementioned Business
Opportunity.
To
be a
Business Opportunity covered by this section, the transaction must occur between
the time this Agreement is signed and January 12, 2008. In the event that a
business opportunity occurs after January 12, 2008, no Transaction Fee shall
be
due I.R.
I.R.
agrees that information and materials provided by The Company to I.R., on a
confidential basis, shall be held in confidence by I.R. except as otherwise
required by law.
1
If
the
foregoing is agreeable, please indicate your approval by dating and signing
below.
Please
retain one copy for your files, returning the original to I.R. International
Consultants, Inc.
APPROVAL
AND ACCEPTANCE
READ
AND
ACCEPTED this _________ day of January , 2007
Signed:
/s/ Xxxxx Xxxxxx
Xxxxx
Xxxxxx
I.R.
International Consultants, Inc.
0000
Xxxxxxx Xxxxxxx
Xxxxx
00
Xxxxxxx,
XX 00000
READ
AND
ACCEPTED this______________day of January, 2007
Signed:
/s/ Xx. Xxxxx Xxxxxx-Xxxxxx
Xx.
Xxxxx
Xxxxxx-Xxxxxx
Red
Reef
Laboratories International, Inc.
000
Xxxxxxx Xx.
#000
Xxxxxxxxx
Xxxxx, XX 00000
2