ex10_16.htm


     

    Exhibit
      10.16

    Agency
      Contract

    


    This
      Agency Contract is made effective the March 9, 2007, between Red Reef Laboratories International,
      Inc. (“RRLB”) and Guangzhou Benchmark
      Consultant Services
      Limited (“Benchmark”)

    


    In
      consideration of the mutual
      promises, covenants and agreements contained in this Contract, and for other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, RRLB and Benchmark agree as follows:

    


    Article
      1
      Subject

    RRLB
      appoints Benchmark his agent to establish the operation and management in
      China.

    


    Article
      2
      Obligations

     

    2.1
      Obligations of Benchmark

    


    1.Benchmark
      shall
      assist RRLB to apply for the permit/license to sell its product in China Market.
      Benchmark shall assist RRLB in establishing Guangzhou Office and appoint project
      manager and project assistants who shall take charge of the whole service
      process.

    


    2.Benchmark
      shall
      provide RRLB for selection with capable candidates and assist with their
      negotiation and cooperation to sell RRLB’s products in Chinese
      market.

    


    2.2
      Obligations of RRLB

    


    1. In
      order to
      acquire the said permit/license, RRLB shall pay Benchmark for any expense arises
      which will be approximately US$9000, each expense shall be supported by
      invoice/receipt.  The expenses include but not limit to trademark
      registration, approval documents from Ministry of Sanitary for the disinfectant,
      etc.

    


    2.During
      the six-month
      sale license application period, RRLB shall pay Benchmark service fee on monthly
      basis but under no circumstances should it be over US$6000.00. The Service
      fee
      shall cover all the expenses such as the salaries of the project manager and
      the
      assistant, the rental and daily office expense of RRLB Guangzhou Office,
      establishment expense of product promotion channels and reception expense,
      etc.
      All the expenses shall be reimbursed to RRLB according to the actual amount
      in
      the invoices or receipts.

    


    3. After
      six-month
      period, RRLB shall pay Benchmark monthly a 5% commission of the wholesale
      revenue as management fee.

    


    Article
      3
      Payment

    3.1
      Upon
      signing this contract by both parties, RRLB shall deposit US$9000.00, which
      is
      the sale license application fee, and US$18000.00, which is service fee for
      the
      first three months, into the Escrow account of Greentree Financial Group.
      Starting from 4th month,
      RRLB shall
      make the payment the first days of each month of US$6000.00 for 3 consecutive
      months.

    


    3.2
       After six-month period, RRLB shall pay Benchmark monthly a 5% commission
      of the wholesale revenue as management fee.

    


    Article
      4
      Term

    The
      effective term of this contract is five years, or from March 9, 2007 to March
      8,
      2012.

    


    Article
      5
      Confidentiality

    Both
      RRLB
      and Benchmark agree that it will not at any time, or in any fashion or manner
      divulge, disclose or otherwise communicate to any person or corporation, in
      any
      manner whatsoever, any information of any kind, nature, or description
      concerning any matters affecting or relating to the business of each others
      company.  This includes its method of operation, or its plans, its
      processes, or other data of any kind or nature that they know, or should have
      known, is confidential and not already information that resides in the public
      domain.  Both RRLB and Benchmark expressly agree that confidentiality
      of these matters is extremely important and gravely affect the successful
      conduct of business of each company, and its goodwill, and that any breach
      of
      the terms of this section is a material breach of this Agreement.  The
      provisions of this section shall survive termination of the
      Agreement.

    


    Article
      6
      Termination

    In
      the
      event of a breach of this agreement by RRLB, RRLB shall be responsible for
      any
      outstanding fees and expenses.  Benchmark shall have the right to
      terminate this Contract on the grounds of RRLB’s failure to remit the required
      payments or in the event of any breach of the Contract by RRLB.  RRLB
      has the right to terminate this agreement with thirty (30) days written
      notice.

    


    Article
      7
      Governing law

    This
      Agreement and the interpretation and enforcement of the terms of this Agreement
      shall be governed under and subject to the laws of the People’s Republic of
      China.

    


    Article
      8
      Arbitration

    Any
      dispute or claim arising from or in any way related to this agreement shall
      be
      settled by arbitration in Shenzhen, China.  All arbitration shall be
      conducted in accordance with the rules and regulations of the China
      International Economic and Trade Arbitration Commission, South China
      Sub-commission.

    


    Article
      9
      Miscellaneous

    This
      contract constitutes the entire understanding and agreement between the RRLB
      and
      Benchmark with respect to the subject matter hereof and supersedes all prior
      understandings or agreements between the parties with respect thereto, whether
      oral or written, express or implied. Any amendments or modifications must be
      executed in writing by both parties. This contract and all rights, liabilities
      and obligations hereunder shall be binding upon and inure to the benefit of
      each
      party’s successors but may not be assigned without the prior written approval of
      the other party. If any provision of this contract shall be held or made invalid
      by a statute, rule, regulation, decision of a tribunal or otherwise, the
      remainder of this contract shall not be affected thereby and, to this extent,
      the provisions of this contract shall be deemed to be severable.

    


    


    


    Red
      Reef
      Laboratories International, Inc

    Representative:

    


    Guangzhou
      Benchmark Consultant Services Limited

    Representative:

    


    March
      9 ,
      2007

    Guangzhou,
      China