Exhibit 10.8


    EXHIBIT
      10.8

    


    


    April
      4,
      2007

    


    


    PERSONAL
      AND CONFIDENTIAL

    ENGAGEMENT
      LETTER AND CONTRACT

    


    Dr.
      Claus
      Wagner-Bartak

    President/Chairman

    Red
      Reef
      Laboratories International

    450
      Fairway Drive, Suite 103

    Deerfield
      Beach, Florida 33441

    Email:
      pversace@aol.com

    


    Re: Terms
      of
      Expanded and Restated Engagement for Representation of Red Reef Laboratories
      International, Inc. (Red Reef)

    


    


    Dear
      Dr.
      Claus:

    


    We
      here
      at Jackson & Jackson, first want to take this opportunity to thank you for
      the opportunity to work with you and your company. Although, counselors and
      consultants quite frequently have a plethora of new ideas and solutions, it
      is
      always the clients who have to make the leap of faith and take advantage of
      the
      new approaches and opportunities resulting there from. It has been Red Reef’s
      and the members of your existing advisory and management team who have been
      the
      real actors and catalyst in this relationship. Their willingness to embark
      upon
      and implement new concepts and solutions to age old business issues greatly
      enhances our chances of success. We can be the catalyst to a new horizon, but
      only you and your team can make the company interact properly and profitably
      in
      the future. We, therefore, in furtherance of our past representation and
      consultation, and to set to writing our ever evolving relationship and
      representation of Red Reef, propose herein an expanded role and services. The
      challenges facing your Red Reef has expanded and the participation of this
      firm
      has progressed beyond the original engagement agreement contemplated hence
      the
      need for this new agreement at this time. 

    


    Therefore,
      to memorialize and set forth this firm’s agreement to continue to provide and to
      expand the professional services which we have previously discussed during
      our
      recent conversations with your management team, extending and expanding our
      current engagement to include the Louisiana property and other specific matters
      assigned to us through facilitation of the financing, development, and
      acquisitions required to achieve Red Reef’s business plan objectives in an
      efficient and timely manner, we agree to expand our services and serve as your
      Special Business Counsel.

    


    We
      agree
      to provide Red Reef with our insight and experience as to all potential legal,
      financial and business considerations, which may affect the outcome Red Reef
      seeks and desires, on the most favorable basis, always
      sensitive to Red Reef’s desires, goals and the practical problems dictated by
      the legal thicket and the risk reward business scenario.

    


    We
      confirm herewith that no other conflict is evident upon review of our client
      lists or the firm’s files as of this date except Robert G. Jackson and this
      firm’s current and past representation of Harry “Soup” Kember, Altfuels
      Corporation and L1011 Corporation, in past years. This expanded agreement shall
      also be subject to that certain Waiver of Conflict and Privileges executed
      by
      all parties on February 14, 2007 and your signature below shall acknowledge
      your
      consent.

    


    We
      represent that we have the requisite legal knowledge, experience, and
      relationships to provide the representation and counsel contemplated herein.
      Red
      Reef, however, should, and by your acknowledgement and agreement hereto,
does
      acknowledge that the law and business risk in general are imperfect and ever
      changing and that competent/adequate representation does
      not guarantee
      the desired objective or result. Constant
      changes in laws, business and economic circumstances and most specifically,
      tax
      considerations, are the only sure occurrences.

     

    
      
        
        

      

      
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    SCOPE
      OF SERVICE TO BE PROVIDED BY JACKSON & JACKSON (hereinafter referred to as
“FIRM”

    


    Essence
      

    


    FIRM
      will
      provide such legal services, advice and assistance as the Red Reef’s
Special
      Business Finance Lawyer
      in
      Louisiana and such other specific matters assigned to the FIRM the essence
      of
      which will encompass all areas of the law, including but not limited to
      corporate, partnership, securities, tax, contract, complex business
      transactions, and financing business negotiations, etc., which are relevant
      to
      the Red Reef’s assets, liabilities and business objectives.

    


    Sort
      of Service and/or Assistance

    


    FIRM
      will
      provide the Red Reef with insight and knowledge of the law and the FIRM’s
      members business experiences as relates to the Red Reef’s business plan and
      objectives, the economy; even to the extent of where the law is void of
      reference or circumstances, which in FIRM’s judgment, business and legal
      consideration may affect the outcome sought by the Red Reef.

    


    Responsibilities
      

    


    FIRM
      will
      always, during the term of the contract:

    a. See
      to
      advance the well being of the Red Reef;

    b. Assist
      in
      achieving the Red Reef’s goals by:

     

    -
      conducting a Continual Business Risk Reward Review of all matters in Louisiana
      and those areas specifically assigned to FIRM, specifically targeted to achieve
      the plans and objectives of Red Reef, reduce taxes and enhance
      earnings;

    -
      assessing the problems and issues in the context of the Red Reef’s business
      objectives;

    -
      concluding beneficial negotiations;

    -maintaining
      objectivity, specifically avoiding unwarranted hopes and expectations
      and;

    -
      devising intelligent, aggressive strategies to manage taxation,
      financing/funding services, development services and negotiation,
      etc.

    


    Company
      Leadership

    


    FIRM
      will
      provide the time and services of Robert G. Jackson serve as Senior Strategic
      Advisor to the Red Reef’s Executive and Senior officers. FIRM through Robert G.
      Jackson will consult and assist in the financial and fiscal growth affairs
      of
      the Red Reef and related entities as requested.

    


    Analytical
      Component

    


    FIRM
      will
      direct and assist in the development of quantitative analysis/modeling for
      Red
      Reef’s activities in Louisiana and each new purchase, financing, development,
      acquisition or merger consideration assigned to FIRM for assistance. Whenever
      possible, Jackson & Jackson will provide financial reviews and analysis in
      support of the acquisition, development and/or financing objectives of the
      company. Robert G. Jackson will also be available for consultation on each
      new
      project as necessary. Additionally, Robert G. Jackson will provide assistance
      in
      developing creative deal and financing structures to enhance return and growth
      potential.

     

    
      
        
        

      

      
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    Financial
      Controls

    


    FIRM,
      through Robert G. Jackson will direct financial modeling and analysis including,
      but not limited to development of a system of financial monitoring and analysis
      of future projects and growth opportunities where required.

    


    Financial
      Review

    


    FIRM,
      through Robert G. Jackson, will review all reports and analyses produced by
      the
      company’s personnel to challenge assumptions and enhance presentation for
      Louisiana Development and Operations and other projects assigned.

    


    Financial
      Planning/ Money Management Services

    


    FIRM,
      through Robert G. Jackson will provide financial planning and money management
      advice to the company.

    


    Executive
      Coaching

    


    FIRM,
      through Robert G. Jackson will provide continual coaching of the Red Reef’s
      senior executive management team in all aspects of financial, legal insurance
      and general business risk reward considerations which come before
      them.

    


    Negotiation

    


    FIRM,
      through Robert G. Jackson will take the lad and provide assistance in
      negotiating with bankers, lawyers, insurance brokers, merger partners, funding
      sources, creditor resolutions, etc.

    


    Legal
      Advice and Counseling

    


    FIRM,
      through Robert G. Jackson and other members and staff of the Jackson &
Jackson firm will provide the company with legal counseling, drafting,
      negotiations and/or litigation services required.

    


    Risk
      Management and Insurance Analysis

    


    FIRM,
      through Robert G. Jackson will provide input, direction and support as relates
      to the company’s risk management, risk reward quotient, and annual insurance
      negotiations.

    


    General
      Overall Resource

    


    FIRM,
      through Robert G. Jackson will be generally available as a resource to executive
      and senior management of the company on any issues which come before them of
      significance.

     

    
      
        
        

      

      
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    CLIENT’S
      GENERAL OBLIGATIONS:

    


    During
      the course of this Contract, Red Reef shall supply the firm with financial
      documentation and information (to include all financial statements supplied
      to
      financial institutions, any information concerning assets and liabilities,
      financial, proformas, budgets, financial projections, along with tax returns
      both corporate and personal, copies of all mortgages, notes, financial
      disclosure statements, truth and lending statements, wills, trusts, and letter
      agreements, etc) as may be reasonably requested by the FIRM, both corporate
      and
      personal.

    


    Red
      Reef
      shall execute all documents necessary such as letters as authorization for
      the
      FIRM to obtain the requested information should the documents not be in your
      possession. 

    


    Red
      Reef
      hereby authorizes their other professional advisors, Certified Public
      Accountants, Attorneys, etc., to communicate with the FIRM and will execute
      all
      necessary letters of authorization for the FIRM to receive information as the
      FIRM may reasonably request from the Red Reef’s other professional advisors.


    


    The
      Red
      Reef hereby agrees to retain at its’ expense the necessary professional advisors
      to prepare financial statements, business evaluations, asset evaluations,
      proformas projections, liquidation analysis, appraisals, development plans
      and
      surveys as may be reasonably requested by the FIRM pursuant to this
      Contract.

    


    Although,
      from time to time other members of the FIRM will work on various aspects of
      our
      engagement on this matter, Robert G. Jackson will be the primary attorney and
      advisor responsible for this matter with Ronald J. Savoie, JD, CPA, and MBA
      being the assigned member to assist long with Executive Legal Assistant Laurie
      Jewel. 

    


    This
      Contract shall have an effective date of April 1, 2007 and shall supersede
      all
      prior oral and/or written contracts or agreements.

    


    Termination
      shall be by written notice of either party. Upon termination, the next retainer
      due at that time shall be the last to be due and payable. Success/Performance
      Bonuses shall be vested at 75% of those set forth in Exhibit “A”, in the event
      of termination, on all projects or transactions which have been identified
      and
      have binding agreements between the parties.

    


    Red
      Reef
      or FIRM shall have the option of changing to an hourly rate billing system
      in
      lieu of the retainer system detailed in the attached Exhibit “A” at any time
      after the first twelve month period, at which time payment of fees shall return
      to those rates referred to in the attached as “Regular Rtes” with a 25%
      reduction of those fees referred to in the attached Exhibit “A” as
“Success/performance Fees”. The hourly billing shall begin for the period after
      the next retainer due is invoiced and paid.

    


    In
      the
      event either party elects to return to the “Regular Rates” in lieu of the
      retainer set forth herein, the “Success/Performance Fees” shall be reduced to
      75% of the Success/Performance Fees/Bonuses set forth in Exhibit
“A”.

     

    
      
        
        

      

      
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    COMPENSATION
      AND FEES:

    


    The
      fee
      arrangements are detailed in Exhibit A attached hereto, incorporated herein
      and
      made a part hereof.

    


    We
      look
      forward to continued excellent relationship with Red Reef Labotatories and
      we
      appreciate the opportunity to be of service. Please sign and date where noted
      below and return one original to this office.

    


    Sincerely,

    


    JACKSON
      & JACKSON

    A
      Professional Limited Liability Company

    By:
      /s/
      Robert G. Jackson

    Robert
      G.
      Jackson

    


    


    


    ACKNOWLEDGED
      AND AGREED TO THIS DATE

    (INCLUSIVE
      OF WAIEVER OF CONFLICTS SET FORTH ABOVE)

    


    


    RED
      REEF
      LABORATORIES INTERNATIONAL

    


    


    By:
      /s/ Dr. Claus Wagner- Bartak  Date:
      ________________________

     

     

    


    


    
      
        
        

      

      
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    EXHIBIT
      A

    


    Retainer
      and Success/Performance Bonus Compensation System

    


    


    NON-REFUNDABLE
      INITIAL FIRM AVAILABILITY RETIANER:

    


    Amount: $50,000

    


    Due: Upon
      execution of the Contract/within thirty days in the case of payment by Treasure
      stock.

    


    Payable: $25,000
      cash

                             $25,000
      In treasury Stock @ 0.10 per share (bearing the usual legend for restriction
      under Rule 144 of the Securities and Exchange Act of 1934.)

    


    Paid: By
      Red
      Reef Laboratories International

    


    MONTHLY
      RETAINER OF ROBERT G. JACKSON: (“RGJ”)

    


    Amount: $6,000
      Monthly Retainer

    


    Due: Payable
      monthly, in arrears beginning May 1st,
      2007

    


    Billed
      to
      and Paid: By
      Red
      Reef Laboratories International

    


    Services
      Provided for RGJ Monthly Retainer:

    To
      include all in office and telephone time of RGJ and his administrative support
      staff time required in Firm’s offices in providing the function, support and
      advice set forth in the engagement agreement.

    To
      include one full day per month out of the office by RGJ.

    To
      include weekly teleconference with management team. These meetings shall have
      a
      definite start and end time and will follow a set agenda to be provide in
      advance when possible. RGL shall add items to the agenda as they may arise
      for
      discussion and benefit and interest to the companies.

    To
      include email and teleconferences as required with RGJ, 24 hours per day, 7
      days
      a week with normal response to all inquiries and requests as soon as possible,
      typically within three to five hours.

     

    
      
        
        

      

      
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