Exhibit 10.9


    EXHIBIT
      10.9

    


    AGREEMENT made
      as
      of the 5th
      day of
      December, 2006 by and between INAVEST, Inc., maintaining its principal offices
      in Rancho Santa Fe CA 92067 After referred to as “INAVEST” and Red Reef
      Laboratories International, Inc. (hereinafter referred to as
“Client”).

    


    WITNESETH:

    


    WHEREAS,
      INAVEST,
      is
      engaged in the business of providing and rendering public relations/investor
      relations and communications services and has knowledge, expertise and personnel
      to render the requisite services to Client; and

    


    WHEREAS,
      Client is desirous of retaining INAVEST for the purpose of obtaining public
      relations/investor relations and corporate communications services so as to
      better, more fully and more effectively deal and communicate with its
      shareholders, investors, and the investment banking community.

    


    NOW
      THEREFORE, in consideration of the premises and of the mutual covenants and
      agreements contained herein, it is agreed as follows:

    


    I. Engagement
      of INAVEST: Client herewith engages INAVEST and agrees to render to Client
      public relations/investor relations, communications, advisory and consulting
      services.

    


    A. The
      consulting services to be provided by INAVEST shall include, but are not limited
      to, the development, implementation, and maintenance of an ongoing program
      to
      increase the investment community’s awareness of Client’s activities and to
      stimulate the investment community’s interest in Client. Client acknowledges
      that INAVEST’s ability to relate information regarding Client’s activities is
      directly related to the information provided by Client to INAVEST.

    


    B. Client
      acknowledges that INAVEST will devote such time as is reasonably necessary
      to
      perform the services for Client, having due regard for INAVEST’s commitments and
      obligations to other business for which it performs consulting services.


    


    II. Compensation
      and Expense Reimbursement.

    


    A. Client
      will pay INAVEST, as compensation for the services provided for in this
      Agreement and as reimbursement for expenses incurred INAVEST on Client’s behalf,
      in the manner set forth in Schedule A annexed to this Agreement which Schedule
      is incorporated herein by reference. 

    


    B. In
      addition to the compensation and expense reimbursement referred to in Section
      II-A above, INAVEST shall be entitled to receive from Client a “Transaction
      Fee”, as a result of any Transaction (as described below) between Client and any
      other company, entity, person, group or persons or other party which is
      introduced to, or put in contact with, Client by INAVEST, or by which client
      has
      been introduced to, or has been put in contact with, by INAVEST. A “Transaction”
shall mean merger, sale of stock, sale of assets, consolidation or other similar
      transaction or series or combination of transactions whereby Client or such
      other party transfer to the other, or both transfer to a third entity or person,
      stock, assets, or any interest in its business in exchange for stock, assets,
      securities, cash or other valuable property or rights, or wherein they make
      a
      contribution of capital or services to a joint venture, commonly owned
      enterprise or business opportunity with the other for purposes of future
      business operations and opportunities. To be a Transaction covered by this
      section, the transaction must occur during the term of this Agreement or the
      one-year period following the expiration of this Agreement.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    The
      calculation of a Transaction fee shall be based upon the total value of the
      consideration, securities, property, business assets or other value given,
      paid
      transferred or contributed by, or to, the Client and shall equal five percent
      (5%) of the dollar value of the Transaction. Such fee shall be paid by certified
      funds at the closing of the Transaction. 

    


    Term
      and
      Termination. This Agreement shall be good for a period of 30 trading days
      commencing December 8, 2006. If the Client does not cancel the contract during
      the term, the contract will be automatically extended for an additional six
      (6)
      months. Either party hereto shall have the right to terminate this Agreement
      upon thirty (30) days prior written notice to the other party after the first
      forty-five (45) days.

    


    Treatment
      of Confidential Information. INAVEST shall not disclose, without the consent
      of
      Client, any financial and business information concerning the business, affairs,
      plans and programs of Client which are delivered by Client to INAVEST in
      connection with INAVEST’s services hereunder, provided such information is
      plainly and prominently marked in writing by Client as being confidential (the
      “Confidential Information”). INAVEST will not be bound by the foregoing
      limitation in the event (i) the Confidential Information is otherwise
      disseminated and becomes public information or (ii) INAVEST is required to
      disclose the Confidential Information pursuant to a subpoena or other judicial
      order. 

    


    Representation
      by INAVEST of Other Clients. Client acknowledges and consents to INAVEST
      rendering public relations, consulting and/or communications services to other
      clients of INAVEST engaged in the same or similar business as that of
      Client.

    


    Indemnification
      by Client as to Information Provided to INAVEST. Client acknowledges that
      INAVEST, in the performance of its duties, will be required to rely upon the
      accuracy and completeness of information supplied to it by Client’s officers,
      directors, agents, and/or employees. Client agrees to indemnify, hold harmless
      and defend INAVEST, its officers, agents and/or employees from any proceeding
      or
      suit which arises out of or is due to the inaccuracy or incompleteness of any
      material or information supplied by Client to INAVEST.

    


    Independent
      Contractor. It is expressly agreed that INAVEST is acting as an independent
      contractor in performing its services hereunder. Client shall carry no workers
      compensation insurance or any health or accident insurance on INAVEST or
      consultant’s employees. Client shall not pay any contributions to social
      security, unemployment insurance, Federal or state withholding taxes nor provide
      any other contributions or benefits, which might be customary in an
      employer-employee relationship.

    


    Non-Assignment.
      This Agreement shall not be assigned by either party without the written consent
      of the other party.

    


    Notices.
      Any notice to be given be either party to the other hereunder shall be
      sufficient. If in writing and sent by registered or certified mail, return
      receipt requested, addressed to such party at the address specified on the
      first
      page of this Agreement or such other address as either party may have given
      to
      the other in writing.

    


    Entire
      Agreement. The within agreement contains the entire agreement and understanding
      between the parties and supersedes all prior negotiations, agreements and
      discussions concerning the subject matter hereof.

    


    Modification
      and Waiver. This Agreement may not be altered or modified except by writing,
      signed by each of the respective parties hereof. No breach or violation of
      this
      Agreement shall be waived except in writing executed by the party granting
      such
      waiver.

    


    Law
      to
      Govern; Forum for Disputes. INAVEST and the Client agree that any legal disputes
      that may occur between INAVEST and the Client, and that arise out of, or are
      related in any way to, INAVEST contract with the Client and/or its performance
      of services under the Contract or the termination of this contract, and which
      disputes cannot be resolved informally, shall be resolved exclusively through
      final and binding private arbitration before an arbitrator mutually selected
      by
      INAVEST and the Client with each party to bear its own costs and attorney fees.
      If INAVEST and the Client are unable to agree upon an arbitrator within
      twenty-one (21) days after either party made a demand for arbitration, the
      matter will be submitted for arbitration to the San Diego office if the American
      Arbitration Association pursuant to the rules governing contract dispute
      resolution in effect as of December 1, 1998. Notwithstanding the foregoing,
      in
      no event shall a demand for arbitration be made after the date which institution
      of legal or equitable proceedings based on such claim, dispute, or other matter
      in question would be barred by the applicable statutes of
      limitation.

     

    
      
        
        

      

      
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    IN
      WITNESS THEREOF, the parties have executed this Agreement as of the day and
      the
      year first written above.

    


    INAVEST

    


    By:
      /s/
      Brian Quinn     Date:
      December 8, 2006

    Brian
      Quinn, President

    


    


    Client 

    


    By:
      /s/
      Dr. Claus Wagner-Bartak   Date:
      December 8, 2006

    Dr.
      Claus
      Wagner-Bartak, CEO

    


    


    


    SCHEDULE
      A-1 Indemnification
      by Client Disclaimer

    SCHEDULE
      A-2 Payment
      for Services and Reimbursement of Expenses

    SCHEDULE
      A-3 Consulting
      Services

    


    
      
        
        

      

      
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    SCHEDULE
      A-1

    


    


    


    INDEMNIFICATION
      BY CLIENT DISCLAIMER

    


    


    


    Red
      Reef
      Laboratories International, Inc., (“Client”) acknowledges that any and all
      information disseminated to INAVEST, Inc. (“INAVEST”) is truthful, reliable, and
      factual to the best of Client’s knowledge and comprehension. Client further
      acknowledges that INAVEST, in the performance of its duties, will be required
      to
      rely upon the accuracy and completeness of information supplied to it by
      Client’s officers, directors, agents and/or employees. Client agrees to
      indemnify, hold harmless and defend INAVEST, its officers, agents and/or
      employees from any proceeding or suit which arises out of or is due to the
      inaccuracy or incompleteness of any material or information supplied by Client
      to INAVEST.

     

    Client
      shall approve any written material created by INAVEST.

    


    


    


    


    Client

    


    By:
      /s/ Dr. Claus Wagner-Bartak, CEO  Date:
      __________________________

    Dr.
      Claus Wagner-Bartak, CEO

     

    


    


    INAVEST

    


    By:
      /s/
      Brian Quinn   Date:
      December 8, 2006

    Brian
      Quinn, President

    


    
      
        
        

      

      
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    SCHEDULE
      A-2

    


    


    PAYMENT
      FOR SERVICES AND REIMBURSEMENT OF EXPENSES

    


    


    A. For
      the
      services to be rendered and performed by INAVEST during thr term of the
      Agreement, Client shall, (1) Deliver $40,000 and 200,000 free trading shares
      of
      RREF.PK

    


    


    INAVEST

    


    By:
      /s/
      Brian Quinn     Date:
      December 8, 2006

    Brian
      Quinn, President

    


    


    Client

    


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

    Dr.
      Claus Wagner-Bartak, CEO

     

    


    


    
      
        
        

      

      
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    SCHEDULE
      A-3 - CONSULTING SERVICES

     

    


    INAVEST
      COVENANTS AND AGREES AS FOLLOWS:

    


    A. To
      utilize INAVEST’s database of investors, stockbrokers, fund managers, market
      makers, and analysts as a source to introduce new investors to the merits of
      Client; through direct contact, mailers and telemarketing, INAVEST will dedicate
      six full time marketing executives for the full six weeks.

    


    B. To
      arrange, if possible, for independent research reports and articles on Client;
      

    


    C. To
      arrange meetings with investors, stock brokers, fund managers and analysts,
      if
      requested, by Client.

    


    D. To
      make
      available INAVEST’s U.S. phone number for press release and PR material for
      investor inquiries.

    


    E. To
      plan
      and develop, if requested, Client’s investor relations materials.

    


    F. To
      assist
      in the development of database of company shareholders and to disseminate
      corporate information on a periodic basis.

    


    G. To
      analyze DTC sheets on a weekly basis at clients discretion.

    


    H. To
      insure
      that INAVEST’s personnel are fully conversant with Client, its products and
      activities.

    


    I. To
      cause
      its officers, directors and employees not to disclose any confidential
      information that may be made available from time to time to
      INAVEST.

     

    


    


    INAVEST

    


    By:
      /s/
      Brian Quinn     Date:
      December 8, 2006

    Brian
      Quinn, President

    


    


    Client

    


    By:
      /s/
      Dr. Claus Wagner-Bartak   Date:
      December 8, 2006

    Dr.
      Claus
      Wagner-Bartak, CEO

    


    


    
      
        
        

      

      
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