Filed by sedaredgar.com - Raven Biofuels International Corporation - Exhibit 10.2







	Thomas W. Sloop 
	President & Chief Executive Officer 
	Superior Biotechnologies Corporation 
	1200 Smith Street, Suite 1600 
	Houston, Texas 77002 
	713-703-1772 



	8 May, 2008 
	  
	Mr. Robert K. MacLean 
	Principal 
	Tribune Capital Partners S.A. 
	1-3 Rue Chantepoulet 
	CH-1206 Geneva, Switzerland 
	  
	Mr. Ian Grant, President 
	Raven Biofuels International Corporation 
	61 South Paramus Road 
	Paramus, New Jersey 07652 


Dear Messrs. MacLean & Grant:

     This letter of intent (this
“Letter of Intent”) outlines certain terms and conditions pursuant to
which Superior Biotechnologies Corporation f/k/a Raven Biofuels International
Corporation f/k/a Raven International Energy Corporation, a Delaware corporation
(“Superior”), Raven Biofuels International Corporation, a Nevada
corporation (“RVBF”), and Tribune Capital Partners S.A.
(“Tribune”), propose to settle, indemnify, and release all claims against
all the other parties (the “Transaction”). This Letter of Intent does not
contain all matters on which agreement must be reached in order for the
Transaction to be consummated, as this Letter of Intent is intended solely as an
outline of certain material terms. Any agreement between Superior, RVBF, and
Tribune (except for the binding provisions of paragraphs 4 - 7) shall be subject
to the execution of a definitive agreement (the “Transaction Agreement”).
Superior, RVBF, and Tribune are collectively referred to herein as the
“Parties.”

	1. 	Transaction Structure. The
      Transaction shall be made in accordance with this Letter of Intent or by a
      similar transaction that has comparable economic consequences to the
      Parties.



	2. 	Transaction Agreement. Any
      agreement between the Parties shall be subject to the execution of
      definitive documents in forms satisfactory to each party and their
      respective counsel. The Parties agree that the Transaction Agreement will
      contain, without limitation, the following: 



	 	a. 	
      An Asset Sale and Purchase of a major part of the Assets
      of Superior by RVBF. The assets are:




	 	i. 	
      Technology License Agreement. Superior
      shall agree to sell, assign, transfer, and convey all of its right, title,
      and interest in and to that








	 		 certain Technology License Agreement, dated 7 July 2007,
        by and between Superior and Pure Energy Corporation (“Pure”),
        to RVBF and Tribune. RVBF shall agree to indemnify Superior from all claims
        from Pure or Pure’s affiliates related to the sale and assignment
        of the Technology License Agreement to RVBF, as part of the Transaction
        Agreement.

	 	 	 
	 	ii. 	 India Project Funding Agreement. Superior
        shall agree to sell, assign, transfer, and convey all of its right, title,
        and interest in and to that certain India Project Funding Agreement, dated
        7 July 2007, by and between Superior and Pure, to RVBF and Tribune. RVBF
        shall agree to indemnify Superior from all claims from Pure or Pure’s
        affiliates related to the sale and assignment of the India Project Funding
        Agreement to RVBF, as part of the Transaction Agreement.

	 	 	 
	 	iii. 	 Website address of www.ravenbiofuels.com.

	 	 	 
	 	iv. 	 Logo and all associated artwork -

      



	 	v. 	
      Corporate Names – Raven, Raven International Energy, and
      Raven Biofuels International.




	 	b. 	
      Convertible Loan Note Agreement. RVBF shall
      agree to assume that certain Convertible Loan Note Agreement, dated 14
      September 2007, by and between Superior and Tribune (the “Note”).
      Superior shall no longer have any obligation whatsoever to Tribune
      regarding the Note. Tribune shall acknowledge that all indebtedness and
      obligations of Superior under or in respect of the Note shall be deemed to
      be and shall be paid and discharged in full, and all liens on and security
      interests in any of Superior’s property or assets that may have been
      granted to Tribune shall be deemed to be automatically terminated and
      released.

	 	 	 
	 	c. 	
      Advisory and Private Placement Engagement
      Letter. The Parties shall agree to terminate that certain Advisory
      and Private Placement Engagement Letter, dated 8 October 2007, by and
      among Superior and Tribune (the “Tribune Advisory Agreement”), with
      none of the Parties having any further duties, responsibilities or
      obligations to any other party under the Tribune Advisory Agreement.
      Additionally, all Parties shall agree to irrevocably waive all rights and
      claims that such party may have or have had under the Tribune Advisory
      Agreement.








	 	d. 	
      Transaction price: U.S. $75,000.00 (Seventy-Five Thousand
      U.S. Dollars and No Cents) payable to Superior upon execution of the final
      documents.

	 	 	 
	 	e. 	
      Mutual Release and Wavier. The Parties
      shall agree to release, acquit, and discharge any other party of the
      Transaction Agreement from any and all (i) claims and other theories of
      liability or recovery of whatsoever type or nature, and (ii) damages and
      other components of relief or recovery of whatsoever type or nature,
      related to: the Transaction Agreement; the Note; that certain Business
      Deal dated 7 December 2007, by and between RVBF and Superior (the
      “Business Deal”); that certain Asset Purchase and Sale Exchange
      Agreement dated 17 January 2008, by and between RVBF and Superior, which
      superseded and replaced the Business Deal; or any other agreement
      referenced herein.

	 	 	 
	 	f. 	
      Non-Compete. RVBF and Tribune shall agree
      to non-competition and confidentiality provisions for a period of three
      (3) years. Such provisions will prohibit RVBF OR Tribune from
      operating, engaging in, or investing in entities that engage in any
      business related to the biofuels industry in Vietnam to the fullest extent
      permissible by law. Such provisions will also preclude RVBF OR
      Tribune or entities in which their affiliates have an investment from
      soliciting for employment Superior’s or its affiliates’ employees during
      such period. It would also prohibit RVBF OR Tribune or entities in
      which their affiliates have an investment from soliciting the customers or
      suppliers of Superior or its affiliates for such period.

	 	 	 
	 	g. 	
      Legal Fees. Parties shall bear their own
      legal fees needed for the preparation and execution of this Letter of
      Intent and the final documentation.

	 	 	 
	 	h. 	
      Non-Disparagement. The Parties shall agree
      to indefinitely refrain from publishing any oral or written statements
      about any other party to the Transaction Agreement, or any of such party’s
      officers or employees, that are slanderous, libelous, disparaging, or
      defamatory.

	 	 	 
	 	i. 	
      Raven Website References. RVBF shall
      immediately remove upon execution of the Transaction Agreement all
      references to developing projects in Vietnam, or any references to Vietnam
      whatsoever, from the RVBF website, and shall not reference Vietnam or the
      development of projects in Vietnam for the duration of the three-year
      non-competition provision.

	 	 	 
	 	j. 	
      Conditions to Execution. Superior’s
      obligations to execute the Transaction Agreement will be subject to the
      execution and delivery of the Nick DeVito release, waiver, and redemption,
      more fully discussed in paragraph 3 herein.



Promptly after the date hereof, the parties will engage in
negotiations with a view to executing the Transaction Agreement and its
ancillary documents by June 9, 2008.

	3. 	Nick DeVito.
      Concurrently upon Superior executing the Transaction Agreement, Nick
      DeVito shall perform the following: 







	 	a. 	
      Release. Nick DeVito shall release, acquit,
      and discharge Superior from any and all (i) claims and other theories of
      liability or recovery of whatsoever type or nature, and (ii) damages and
      other components of relief or recovery of whatsoever type or nature,
      related to all agreements, oral or written, under which Superior and Nick
      DeVito are parties.

	 	 	 
	 	b. 	
      Waiver. Nick DeVito shall waive any right
      or claim under those certain Employment Agreements, dated 1 January 2007
      and 1 October 2007, by and between Nick DeVito and Superior.

	 	 	 
	 	c. 	
      Redemption. In consideration of U.S.
      $400.00 (Four Hundred U.S. Dollars and No Cents), all right, title, and
      interest in the 400 shares of Superior capital stock owned by Nick DeVito
      shall be transferred and assigned to Superior, with assurances that the
      shares have not been sold, assigned, pledged, or transferred to any third
      party. Additionally, Raven International Energy Corporation stock
      certificate No. 002, dated April 2007, shall be delivered to
    Superior.



 

	4. 	Governing Law. This Letter of
      Intent shall be governed by and construed under the laws of the State of
      Texas without giving effect to principles of conflict of laws. The parties
      agree and consent to the exclusive jurisdiction of the courts of the State
      of Texas, or the Federal District Court for the Southern District of
      Texas, all located in Harris County, Texas, in any suit, action or
      proceeding seeking to enforce any provision of, or based on any matter
      arising out of or in connection with, this Letter of Intent. Each party
      hereby irrevocably consents to the service of any and all process in any
      such suit, action or proceeding by registered or certified mail addressed
      and sent to the chief executive officer of such party at such party’s main
      or central office. 
	


 

	5. 	
      Expenses. Each of the Parties shall bear their own
      expenses, including without limitation, any fees paid to attorneys
    representing a specific party. 
    
	 	 
	6. 	
      Termination/Expiration. This Letter of Intent shall
      expire at the earlier of (a) June 1, 2008,
      except as may be extended by mutual agreement of the parties, or (b) the
      execution and delivery of the Transaction Agreement by all parties
      thereto. The binding provisions of paragraphs 4 -7 shall survive the
    expiration or termination of this Letter of Intent. 
    
	 	 
	7. 	
      Counterparts. This Letter of Intent may be executed in
      counterparts, each of which shall be deemed an original and all of which
    together shall constitute one and the same instrument.
    
	If the foregoing is acceptable and sets forth the
      mutual understanding concerning these matters, please indicate by signing
      below.








		RAVEN BIOFUELS INTERNATIONAL
      CORPORATION 
		 	 
	     	 By:	 /s/ Ian Grant 
	  	 	 Ian Grant, President 
	 	 	 
	  	 	 
		 	 TRIBUNE CAPITAL PARTNERS S.A.
      
	 	 	 
		 By: 	 /s/ Robert K. MacLean 
	     	 	 Robert K. MacLean, Partner




	ACCEPTED AND AGREED TO: 	 
	Date: 5/26/08 	
	  	  
	SUPERIOR BIOTECHNOLOGIES
      CORPORATION 	 
	  	  
	By: /s/ Thomas W. Sloop 	 
	Thomas W. Sloop, CEO