ex10_13.htm


    Exhibit
      10.13

    


    RED
      REEF LABORATORIES

    450
      Fairway Drive, Suite 103

    Deerfield
      Beach, Florida  33441-1814

    954-725-9475
      tel ·
      954-697-8556 ·
      www.rrlabs.biz

    


    


    Benchmark
      China Ltd.

    Rm.
      3068
      Chengjian Building

    No.
      189
      Ti Yu Xi Road

    Guangzhou,
      China

    


    Mr.
      Chu
      Zhu, President

    


    October
      30, 2006

    


    


    Dear
      Mr.
      Zhu,

    


    This
      letter confirms our definitive binding agreement giving your company, Benchmark
      China Ltd., exclusive manufacturing and distribution rights to our Proprietary
      Surface Decontaminant product, BioClear FF, including the use of the name,
      BioClear FF.

    


    BioClear
      FF is specifically designed to be an effective surface decontaminant for use
      in
      maintenance and disinfecting for healthy environments on farms, farm equipment,
      animal enclosures and pens, including poultry farms, including but not limited
      to hen houses.  Directions for recommended applications have been
      provided during our discussions and will accompany the more formal document
      being prepared for us by counsel as an attachment.

    


    Benchmark
      China Ltd. will be responsible for additional Product Liability Insurance of
      U.S. One Million Dollars (U.S. $1,000,000) and red Reef Labs will be named
      as
      co-insured on all policies purchased by Benchmark.  Additionally,
      Benchmark agrees to Hold Harmless clauses bearing customary language as provided
      by counsel.

    


    This
      Agreement is for ten years and automatically renewable unless notice in writing
      of intent to terminate is presented ninety days prior to expiration
      date.

    


    Benchmark
      will arrange and absorb all costs and fees if any, for Government approvals,
      licenses or permits as needed for the manufacture and distribution in the
      markets covered in this agreement, namely China and the Far East, excluding
      Japan and South Korea.

    


    Benchmark
      will bear all manufacturing, (blending), packaging, labeling, marketing
      materials, warehousing, shipping and all related costs pertaining to this
      agreement and the conducting of business initiated hereunder.

    


    Initial
      Non Refundable Fee for the Exclusive Rights to market and distribute BioClear
      FF
      is Three Hundred Thousand U.S. Dollars ($300,000) payable by wire to Red Reef
      Labs Bank of America U.S. bank account upon receipt and signing of this
      Agreement.  Account information furnished by email upon
      signing.

    


    Our
      consultants in China will have reasonable access to Benchmark books and sales
      records.  Red Reef Labs will receive 50% fees paid for all assignments
      of rights to third parties and 10% of gross sales from all sources, regardless
      of price, payable quarterly, upon review and acceptance.

    


    Venue
      for
      all legal disputes and potential Arbitration is Broward County, Florida,
      USA.

    


    A
      more
      definitive agreement will supersede this Binding Agreement and will contain
      all
      of the above essential terms and conditions and will include usual, as
      previously discussed, legal terminology, disclaimers and details.

    


    


    Signed:  /s/
      Chi
      Zhu                                                                

    For:
      Benchmark China Ltd.

    


    


    Signed:  /s/
      Claus Wagner
      Bartak                                                                           

    For:
      Red
      Reef Laboratories International, Inc.