ex10_15.htm


     

    Exhibit
      10.15

    


    BILL
      OF
      SALE       
                                          UNITED
      STATES OF AMERICA

    


    BY
      ALTFUELS
      CORPORATION           
          STATE OF
      LOUISIANA

    


    TO
      RR
      LOUISIANA PROPERTY,
      LLC.            PARISH
      OF ASSUMPTION

    


    


    Before
      the undersigned Notaries Public,
      duly commissioned in and for the aforesaid states and parishes, and in the
      presence of the respective subscribing witnesses, there appeared:

    


    ALTFUELS
      CORPORATION, a Louisiana corporation represented herein by its duly authorized
      President, hereafter called “SELLER”;

    


    who
      declared that he has sold and delivered, and does y these presents grant,
      bargain, sell, assign, transfer, set over and deliver, with all legal
      warranties, unto:

    


    RR
      LOUISIANA PROPERTY, LLC, a Louisiana limited liability company represented
      herein by its duly authorized manager, Claus Wagner-Bartak; hereafter called
      “PURCHASER”;

    


    who
      accepts, all and singular and acknowledges that there has been duly delivered
      to
      him, the following described movable property located at the former premises
      of
      SELLER in Assumption Parish, Louisiana, as is more fully described in Exhibit
      A
      attached hereto and incorporated herein.

    


    To
      have
      and to hold the above described movable property unto the said PURCAHSER, his
      heirs and assigns, forever

    


    The
      consideration for this sale the
      SELLER acknowledges the following:

    


    1.           PURCHASER
      assumes and agrees to hold the SELLER, free and harmless from the payment of
      the
      balance due on that Consent Judgment in favor of Community Bank, dated September
      08, 2003, recorded on recorded on 8, 2003 as Entry No. 212185 of the official
      records of the Clerk and Recorder for the Parish of Assumption, State of
      Louisiana, in the original sum of One Hundred Thirty-Seven Thousand Six Hundred
      Forty-Seven and 06/100 ($137,647.06) DOLLARS, together with interest at the
      rate
      of 9.5% per annum on the amount of $225,842.33 from September 16, 2001 the
      date
      of the last interest payment until December 4, 2002 and then on the amount
      of
      $137,647.05 from December 5, 2002, until paid, and for all costs of the court
      proceedings, as may be modified by subsequent payments received and agreements
      between the parties.  This Consent Judgment is in favor of Community
      Bank and against Altfuels Corporation, Keith D. Kember, John R. Kember, Janet
      K.
      Landry, Harry J. Kember, Jr., Mary E. Kember and Jerilyn K. Barker, Suite No.
      27, 100, 23rd
      Judicial District Court, Parish of Assumption, State of Louisiana.

    


    2.           PURCHASER assumes
      and agrees to hold the SELLER free and harmless from the payment of the balance
      due on the certain Judgment in favor of Simmons & Savoie Insurance Agency,
      Inc., dated August 30, 2001, in the matter entitled, “Simmons & Savoie
      Insurance Agency, Inc. vs. Altfuels Corporation, Docket No. 26,475, 23rd Judicial
      District
      Court, State of Louisiana, recorded on September 5, 2001, as File No. 202519
      of
      the official records of the Clerk and Recorder for the Parish of Assumption,
      State of Louisiana, in the original sum of Thirteen Thousand Two Hundred
      Seventy-Four and 22/100 ($13,274.22) DOLLARS plus legal interest from the date
      of judicial demand until paid plus 25% attorney’s fees on the aggregate
      principal and interest and for all the costs of the proceeding, as may be
      modified by subsequent payments received and agreements between the
      parties.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    3.           PURCHASER
      assumes and agrees to hold the SELLER free and harmless from the payment of
      the
      balance due on the certain Notice of Seizure dated June 20, 2003, in favor
      of
      Iberville Trust & Savings Bank in the matter entitled, “Iberville Trust
& Savings Bank vs. Altfuels Corporation and L-1011 Corporation, Docket No.
      27120, 23rd
      Judicial District Court, State of Louisiana” in the amount of Two Hundred
      Ninety-Six Thousand One Hundred Sixty-Nine and 78/100 ($296,169.78) DOLLARS,
      together with interest and costs, as may be modified by subsequent payments
      received and agreements between the parties.

    


    4.           PURCHASER
      assumes and agrees to hold the SELLER free and harmless from the payment of
      the
      balance due on the certain Judgment in favor of Hibernia National Bank dated
      March 18, 2002 in the matter entitled, “Hibernia National Bank vs. Altfuels
      Corporation and Harry Kember, Jr. and Elizabeth Kember, Docket No. 26,619,
      Division “D”, 23rd Judicial
      District
      Court, State of Louisiana”.  Said judgment is recorded on March 20,
      2002 as File No. 205052 on file AND OF RECORD IN THE OFFICE OF THE Clerk and
      Recorder for the Parish of Assumption, State of Louisiana and is in the amount
      of Twenty-Six Thousand Eight Hundred Eighty-Seven and 26/100 ($26,887.26)
      DOLLARS together with accrued interest of $1,534.96 at the rate of 9.50% per
      annum and late charges of $185.00 and all costs of the proceedings, as may
      be
      modified by subsequent payments received and agreements between the
      parties.

    


    5.           PURCHASER
      accepts and SELLER has transferred 200,000 Shares of Common Stock in Red Reef
      Corporation, represented by Stock Certificate No. 1300 dated November 22, 2006,
      originally issued to Gary Alexander in satisfaction of any and all amounts
      due
      by Altfuels Corporation and related parties unto Gary Alexander.

    


    SELLER,
      being duly sworn, declared that he owes nothing on the above described movable
      property, having paid his vendor for the same, has never granted any mortgage
      or
      security interest therein and knows of no liens or encumbrances
      thereon.

    


    THUS
      DONE AND PASSED this
15th
      day of
      February, 2007 at Baton Rouge, Louisiana, the undersigned parties having
      affixed their signatures in the presence of me, Notary, and the undersigned
      witnesses after due reading of the whole.

    


    WITNESSES:

    


    


    /s/
      Lisa
      Patterson                                                      

    Lisa
      Patterson

    


    /s/
      Laurie
      Jewell                                                      

    Laurie

    


    


    ALTFUELS
      CORPORATION:

    


    


    /s/
      Harry J. Kember,
      Jr.                                                      

    Harry
      J.
      Kember, Jr.

     

    /s/
      Ronald
      Savoie                                                      

    NOTARY

    


     

    County
      of
      BROWARD

    


    State
      of
      FLORIDA

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    ACKNOWLEDGEMENT

    


    


    Thus
      done and signed in the County and
      State aforesaid, in the presence of the undersigned competent witnesses, who
      have hereunto signed their names with the parties and me, said Notary, this
      15th day of
      February, 2007.

    


    


    WITNESSES:

    


    /s/
      Peter
      Versace                                                      

    


    


    /s/
      Guido
      Volante                                                      

    
 

    


    PURCHASER:

    RR
      Louisiana Property, LLC.

    


    By:  /s/
      Dr. Claus Wagner-Bartak

            Dr.
      Claus Wagner-Bartak, Member

    


    


    


    /s/
      Mauselie S.
      Dor                                                      

    NOTARY
      PUBLIC

    


    Notary
      Printed Name:  Mauselie S. Dor

    Notary
      Number:  WDD 327022

    My
      Commission Expires:  June 6, 2008

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

    MOVABLE
      PROPERTY

    


    


    
      
        	
                Original
                  Cost

              	 	 	 
	 	 	 	 
	
                Dave
                  Compressor 5000psi

              	 	$	
                5,344.65

              	 
	
                Compressor
                  250psi

              	 	
                $
                  1,000.00 (estimated)

              	 
	
                Supermac
                  Automatic Feeder with

              	 	 	 	 
	
                Weighing
                  Machine

              	 	$	
                9,000.00

              	 
	
                Bag
                  Sealing Jaw and Assembly

              	 	$	
                4,000.00

              	 
	
                Fulton
                  Broiler Serial #83540 and

              	 	 	 	 
	
                Return
                  Tank HT10

              	 	$	
                17,272.72

              	 
	
                Ammonia
                  Valve – Serial #99W050561

              	 	$	
                6,000.00

              	 
	
                Bagger
                  - #EM-600RI

              	 	$	
                19,000.00

              	 
	
                Reactors
                  - 24in. X 25 ft.

              	 	$	
                50,000.00

              	 
	
                Reactor
                  (unfinished) ASME 1440

              	 	$	
                35,023.00

              	 
	
                Belt-o-Matic
                  Dryer

              	 	$	
                65,000.00

              	 
	
                Ricoh
                  Copy Machine (used) Model #4527

              	 	$	
                4,495.00

              	 
	
                Shaker
                  and Grinder and 6’ X 12” Conveyor

              	 	$	
                29,000.00

              	 
	
                Hand
                  Tools

              	 	$	
                10,000.00

              	 
	
                Bag
                  Inventory

              	 	$	
                6,000.00

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                TOTAL

              	 	$	
                261,135.37

              	 


      

    

     

     

     

    
      
         

      

      
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