ex10_14.htm


     

    Exhibit
      10.14

    


    STATE
      OF
      LOUISIANA

    PARISH
      OF
      EAST BATON ROUGE

    


    STATE
      OF
      FLORIDA

    COUNTY
      OF
      BROWARD

    


    


    SALE
      WITH ASSUMPTION OF JUDICIAL MORTGAGES

    


    BE
      IT KNOWN, that on February 13, 2007
      and on February ____, 2007, before the undersigned Notaries Public, duly
      commissioned and qualified and in the presence of the witnesses hereafter named
      and undersigned and in the States, Parishes and Counties stated
      hereinabove:

    


    PERSONALLY
      CAME AND
      APPEARED:

    


    ALTFUELS
      CORPORATION, (72-1242325), a Louisiana Company, domiciled in the Parish of
      Iberville, State of Louisiana, with it’s domicile address being 35530 Highway
      69, White Castle, Louisiana, 70788, herein represented by its duly authorized
      President, Harry J. Kember, as per Unanimous Written Consent of the Shareholders
      and Directors, which is attached hereto and made a part hereof, hereinafter
      referred to as “SELLER”;

    


    who
      declares that, for the consideration, and or the terms and conditions
      hereinafter expressed SELLER does by these presents, grant, bargain, sell,
      convey, transfer, assign, set over and deliver, unto:

    


    RR
      Louisiana Property, LLC, a Louisiana Limited Liability Company, domiciled in
      the
      Parish of East Baton Rouge, City of Baton Rouge, whose present mailing address
      is C/O CT Corporation, 8550 United Plaza Boulevard, Baton Rouge, Louisiana,
      70809, represented herein by Dr. Claus Wagner-Bartak, as Manager, pursuant
      to a
      Unanimous Written Consent of the Sole Member attached hereto and made a part
      hereof, referred to herein as “PURCHASER’;

    


    here
      presenting and accepting for PURCHASER and PURCHASER’S heirs, and acknowledging
      delivery and possessions thereof, the property described and attached hereto
      as
      Exhibit A.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    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 certain Consent Judgment in favor of Community Bank, dated
      September 8, 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 9.50% per annum on the amount of $225,842.33 from September 16,
      2001
      the dated 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, and State of Louisiana.

    


    2.           PURCHASER
      assumes and agrees to hold the SELLER, free and harmless from the payment of
      the
      balance due on that 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.

    


    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 in record of 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.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    Ad
      valorem property taxes for
      the current year shall be assumed by PURCHASER.  In accordance with
      Louisiana Revised Statutes Article 9:2721, as amended by Act 949 of 1999, notice
      is given that the PURCHASER first named above is designated as the party to
      whom
      all property tax and assessment notices are to be mailed, and notices to be
      sent
      to the address shown above for said PURCHASER.

    


    All
      parties signing this instrument
      have declared themselves to be of full legal capacity.  All agreements
      and stipulations herein and all the obligations herein assumed shall insure
      to
      the benefit of and be binding upon the heirs, successors, and assigns of the
      respective parties, and the PURCHASER, their heirs and assigns, shall have
      and
      hold the described property in full ownership forever.

    


    SELLER
      warrants the title to the herein
      described property but accepts from said warranty all matters of public record
      creating (1) mineral leases or reservations, (2) land use restrictions or (3)
      servitudes.  SELLER transfers to PURCHASER and subrogates PURCHASER to
      all rights and actions of warranty which SELLER has against all prior
      owners.

    


    The
      parties acknowledge that the acts
      of any such Notary in the preparation and execution hereof do not constitute
      the
      expression of any opinion as to the validity of the title to the property herein
      described, and unless otherwise separately certified in writing, no title
      examination of said property, has been performed by any undersigned
      Notary.

    


    Thus
      signed on the 13th day of
      February,
      2007, at Baton Rouge, Louisiana in the presence of the undersigned Notary Public
      and witnesses, who have signed with the parties after due reading of the
      whole.

    


               
      WITNESSES:                                                   SELLER:

     

    ALTFUELS
      CORPORATION

    /s/
      Lisa
      Patterson

    Lisa
      Patterson                                                   BY:/s/
      Harry J. Kember, Jr.

    Harry
      J. Kember, Jr.,
      President

    /s/
      Ronald
      Savoie

    Ronald
      Savoie

    


    


    


    /s/
      Robert G. Jackson

    NOTARY
      PUBLIC

    Robert
      G.
      Jackson

    Notary
      No. 07200

    My
      Commission is for Life

     

    
      
         

      

      
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    EXHIBIT
      "A"

    LEGAL
      DESCRIPTION

    


    


    Several
      tracts of land situated in the parish of Assumption, Louisiana, in Section
      10,
      T14S, R14E, and Section 3, T14S, R15E, identified as TRACT 2, TRACT 3, TRACT
      4,
      AND TRACT 5 and Lot 1 of the property known as Himalaya Plantation, in
      accordance with a survey plat showing a part of the lower portion of the
      Himalaya Plantation, dated January 31, 1997, by Harold J. Terracina, Registered
      Land Surveyor, a copy of which is attached hereto and made a part
      hereof.  Said tracts of land and Lot 1 has such dimensions and such
      boundaries as shown on said map and contains 95.727 total acres. Together with
      all buildings and improvements, specifically including but not limited to the
      warehouses and storage buildings and any and all other buildings and/or
      improvements located thereon, all rights, ways, privileges and servitudes
      thereon belonging and appertaining.

    


    Being
      a
      portion of the same property acquired by Supreme Sugar Company, Inc.(formerly
      J.
      Aron & Company) by Act of Sale from Jewell S. Simmons, Trustee, dated June
      20, 1933 and recorded at COB No. 66, Page 523, under Entry No. 7345; and by
      Act
      of Sale from Mrs. Mary Cook Sundbery dated October 29, 1938 and recorded at
      COB
      No. 72, page 471 under Entry No. 13391.

    


    Less
      and Except Lot 1 of Tract 3 containing 1,154 acres (also known as
      Warehouse No. 4) as contained in that certain Cash Sale dated February 23,
      1998
      by Altfuels Corporation unto LaFourche Sugars Corporation recorded on February
      26, 1998 as File No. 186607 on file and of record in the office of the Clerk
      and
      Recorder for the Parish of Assumption, State of Louisiana.

    


    Less
      and Except a certain triangular shaped parcel or lot of ground situated
      in the Parish of Assumption, State of Louisiana on the right descending bank
      of
      Bayou Lafourche located in the Supreme Community of Assumption Parish,
      Louisiana, located in Section 3, T14S, R15E and being more particularly shown
      on
      a plat of survey prepared by Harold J. Terracina, Surveyor, dated January 31,
      1998; said triangular shaped parcel or lot of ground measures 39.88 feet along
      the water's edge of Bayou LaFourche, 120.03 feet on its northern boundary and
      117.92 feet on its southern boundary, the said northern and southern boundary
      lines converging to a point on the eastern right of way of Louisiana State
      Highway No. One, said lot or parcel is bounded as follows:  On the
      front by Louisiana State Highway No. One, on the North by Mike's Seafood, Inc.,
      on the South by Altfuels Corporation, and to the rear by the water's edge of
      Bayou LaFourche, as contained in that certain Cash Sale dated June 29, 1998
      by
      Altfuels Corporation unto Mike's Seafood, Inc. recorded on June 13, 1998 as
      File
      No. 188415 of file and of record in the office of the Clerk and Recorder for
      the
      Parish of Assumption, State of Louisiana.

    


    Less
      and Except Lot 2 of Tract 2 as contained in that Cash Sale dated
      November 9, 1998 by Altfuels Corporation unto Margaret Naquin Blanchard,
      recorded on November 9, 1998 as File No. 189905 on file and of record in the
      office of the Clerk and Recorder for the Parish of Assumption, State of
      Louisiana.

    


    Less
      and Except that certain tract of land containing 17.350 square feet as
      contained in that certain Act of Sale by Altfuels Corporation unto Shawn R.
      Sawyer dated February 5, 1999 and recorded on February 5, 1999 as File No.
      190815 on file and of record in the office of the Clerk and Recorder for the
      Parish of Assumption, State of Louisiana.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    Less
      and Except Lot 1 of Tract 4 as contained in that Cash Sale dated June
      10, 1999 by Altfuels Corporation unto Harry J. Kember, Jr. recorded on June
      11,
      1999 as File No. 192496 on file and of record in the office of the Clerk and
      Recorder for the Parish of Assumption, State of Louisiana.

    


    Less
      and Except Lot 5 of Tract 2 as contained in that Cash Sale dated June
      25, 1999 by Altfuels Corporation unto Edward Gros, Jr. et al. recorded on June
      28, 1999 as File No. 192694 on file and of record in the office of the Clerk
      and
      Recorder for the Parish of Assumption, State of Louisiana.

    


    Less
      and Except an L Shaped Lot containing 0336 acres as contained in that
      certain Cash Sale dated September 23, 1999 by Altfuels Corporation unto Harry
      J.
      Kember, Jr. recorded on September 23, 1999 as File No. 193771 on file and of
      record in the office of the Clerk and Recorder for the Parish of Assumption,
      State of Louisiana.

    


    Less
      and Except Lot 18 of Tract 2 as contained in that Cash Sale dated
      January 28, 2000 by Altfuels Corporation unto David J. Lasseigne et al.,
      recorded on January 28, 2000 as File No. 195146 on file and of record in the
      office of the Clerk and Recorder for the Parish of Assumption, State of
      Louisiana.

    


    Less
      and Except that certain Right-of-Way described as a 15' wide with a
      location described as follows:  Commence at the intersection of the
      westerly right of way line of La Highway 1 and the northerly right of way line
      of La Hwy. 1011 and go in a southwesterly direction along the northerly right
      of
      way of La. Highway 1011 a distance of 1095 feet more or less to an existing
1⁄4"
      iron pipe and the centerline of said 15' foot right of way and servitude and
      this being the point of beginning, thence go N 48°40'10" W
      along the
      centerline of said right of way a distance of 187 feet more or
      less.  Thence go N 52°11'00" W
      a distance
      of 220 feet more or less to an existing 4" iron pipe and northerly property
      line
      of said property owned by ALTFUELS Corp. Also being the southerly property
      line
      of Dugas & LeBlance LTD and this being the point of ending. All as contained
      in that Right of Way Instrument dated February 11, 2000 and recorded on February
      23, 2000 as File No. 195444 on file and of record in the office of the Clerk
      and
      Recorder for the Parish of Assumption, State of Louisiana.

    


    Less
      and Except Lot 19 as more particularly described in that Cash Sale
      dated June 1, 2000 by Altfuels Corporation unto Michael G. Holmes, recorded
      on
      June 5, 2000 as File No. 196624 on file and of record in the office of the
      Clerk
      and Recorder for the Parish of Assumption, State of Louisiana.

    


    Less
      and Except Two certain tracts known as Lot 12 and Lot 13 of Tract 2 as
      contained in that Cash Sale by Altfuels Corporation unto Paul K. Cazenave and
      Myrtice A. Casenave dated August 17, 2000 and recorded on August 11, 2000 as
      File No. 197433 on file and of record in the office of the Clerk and Recorder
      for the Parish of Assumption, State of Louisiana.

    


    Less
      and Except Lot 6 of Tract 2 as more particularly described in that
      certain Cash Sale Under Private Signature dated May 22, 2001 by Altfuels
      Corporation unto Edward Gros, Jr. and Rita C. Gros, recorded on May 24, 2001
      as
      File No. 200962 on file and of record in the office of the Clerk and Recorder
      for the Parish of Assumption, State of Louisiana.

    


    Less
      and Except Lot 16 of Tract 2, as contained in that Cash Sale by
      Altfuels Corporation unto Gene Richard, Sr. dated July 19, 2001 and recorded
      on
      July 25, 2001 as File No. 201860 on file and of record in the office of the
      Clerk and Recorder for the Parish of Assumption, State of
      Louisiana.

    


    Less
      and Except Lot 2 of Tract 2 as contained in that Cash Sale dated August
      22, 2001 by Altfuels Corporation unto Francis Burdis Davis, et al. recorded
      on
      October 12, 2001 as File No. 203013 on file and of record in the office of
      the
      Clerk and Recorder for the Parish of Assumption, State of
      Louisiana.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    Less
      and Except Lot 20 of Tract 2 as contained in that Cash Sale dated
      October 19, 2001 by Altfuels Corporation unto Joseph Brown recorded on October
      22, 2001 as File No. 203126 on file and of record in the office of the Clerk
      and
      Recorder for the Parish of Assumption, State of Louisiana.

    


    Less
      and Except the Northeast one-half (1/2) of Lot 17 of Tract 2 as more
      particularly described in that Cash Sale by Altfuels Corporation unto Gene
      Richard, Sr. dated June 13, 2002 and recorded on June 13, 2002 as File No.
      206066 on file and of record in the office of the Clerk and Recorder for the
      Parish of Assumption, State of Louisiana.

    


    Less
      and Except the Southwest 1⁄2 of Lot 17 of Tract 2 as more particularly
      described in that Cash Sale dated June 13, 2002 by Altfuels Corporation unto
      David Laddeigne and Alice Gros Lasseigne recorded on June 14, 2002 as File
      No.
      206067 on file and of record in the office of the Clerk and Recorder for the
      Parish of Assumption, State of Louisiana.

    


    Less
      and Except Lot 9 as contained in that certain Cash Sale dated October
      29, 2002 by Altfuels Corporation unto Roderick A. Young and Debbie T. Young
      recorded on October 29, 2002 as File No. 207859 on file and of record in the
      office of the Clerk and Recorder for the Parish of Assumption, State of
      Louisiana.

    


    Less
      and Except Two certain lots described as Warehouse No. 1 and Warehouse
      No. 2 containing 42,785 square feet as more particularly described in that
      Cash
      Sale dated December 2, 2002 by Altfuels Corporation unto Harry L. Laws &
Company, Incorporated and recorded on December 2, 2002 as File No. 208274 on
      file and of record in the office of the Clerk and Recorder for the Parish of
      Assumption, State of Louisiana.

    


    Less
      and Except two certain lots described as Lot 3 of Tract 2 and Lot 4 of
      Tract 2 as more deliberately described in that Cash Sale Under Private Signature
      by Altfuels Corporation unto Henderson Oliver, III and Carrie Oliver dated
      March
      25, 2003 and recorded on March 25, 2003 as File No. 209696 on file and of record
      in the office of the Clerk and Recorder for the Parish of Assumption, State
      of
      Louisiana.

    


    Less
      and Except Lot No. 14 as more fully described in that Cash Sale dated
      September 9, 2003 by Altfuels Corporation unto Donald Anderson, SR. and Velma
      C.
      Anderson recorded on September 11, 2003 as File No. 212310 on file and of record
      in the office of the Clerk and Recorder for the Parish of Assumption, State
      of
      Louisiana.

    


    Less
      and Except Lot 21 containing 2,950 acres being a portion of Tract 2 and
      Tract 3 of the Lower Portion of the Himalaya Plantation as more detailed
      description which is contained in that Cash Sale dated September 22, 2003 and
      recorded on September 23, 2003 as File 212393 on file and of record in the
      office of the Clerk and Recorder for the Parish of Assumption, State of
      Louisiana.

    


    Less
      and Except Lots 7 and 8 as are more detailed and described in that Cash
      Sale dated September 30, 2003 by Altfuels Corporation unto Adrian Landry and
      Odie Crochet Landry recorded on October 1, 2003 as File No. 212517 on file
      and
      of record in the office of the Clerk and Recorder for the Parish of Assumption,
      State of Louisiana.

    


    Less
      and Except Lot 1 containing 1,594 acres as contained in that certain
      Cash Sale dated October 6, 2003 by Altfuels Corporation unto Brian P. Rivere
      and
      Ellen H. Rivere recorded on October 7, 2003 as File No. 212591 on file and
      of
      record in the office of the Clerk and Recorder for the Parish of Assumption,
      State of Louisiana.

    


    Less
      and Except three certain lots known as Lot 10, Lot 11, Lot 15, as more
      fully described in that Cash Sale by Altfuels Corporation unto C&L of Pierre
      Part, LA, Inc. dated February 11, 2004 recorded as February 13, 2004 as File
      No.
      214161 on file and of record in the office of the Clerk and Recorder for the
      Parish of Assumption, State of Louisiana.

    


    Less
      and Except that certain tract of land as described in that Cash Sale by
      Altfuels Corporation unto Harold F. Templet and Margaret S. Templet dated April
      17, 2006 recorded on April 17, 2006 as File No. 223152 on file and of record
      in
      the office of the Clerk and Recorder for the Parish of Assumption, State of
      Louisiana.

    


    Less
      and
      Except that certain right of way granted unto Entergy of Louisiana and more
      particularly described on that Right of Way Instrument dated July 12, 2006
      and
      recorded on July 28, 2006 as File No. 224498 on file and of record in the office
      of the Clerk and Recorder for the Parish of Assumption, State of
      Louisiana.

    


    
      
         

      

      
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