Exhibit 10.3


    Exhibit
      10.3

     

    CONSULTING
      AGREEMENT

    


    THIS
      AGREEMENT
      is made
      as of October 18, 2006, by and between Red
      Reef Laboratories International, Inc. (the "Company") and MAC (Management
      Assistance Consultants) LLC,
      a
      Florida Corporation (the "Consultant").

    


    RECITALS:

    


    A. The
      Company requires consulting services to assist the company to build the value
      of
      the Company for the benefit of its shareholders; and MAC
      agrees to perform consulting services related to corporate finance, identifying,
      structuring and negotiating acquisition targets, marketing and other matters,
      upon the request of the President of the Company, and when appropriate will
      make
      available qualified personnel for this purpose and devote such business time
      and
      attention to such matters as it shall determine is required.

    


    B.
      The
      Consultant is an experienced business man who has provided investment and
      corporate advisory services for a number of companies; and

    


    C. The
      Company recognizes the substantial experience and knowledge of the Consultant
      in
      matters relating to organization, marketing, mergers and acquisitions;
      and

     

    D. The
      Company further recognizes that it is in the best interests of the Company
      to
      engage the consulting services of the Consultant; and

     

    E. The
      Company desires to retain the valuable services and counsel of the Consultant
      and the Consultant desires to render such services to the Company upon the
      terms
      set forth in this Agreement.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and covenants set forth below, and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto, intending to be legally bound hereby agree
      as
      follows:

    


    1. Recitals. The
      Recitals to this Agreement are hereby incorporated into this Agreement as though
      fully restated herein.

    


    2. Engagement. The
      Company hereby engages the Consultant, and the Consultant accepts engagement
      by
      the Company, upon the terms and conditions set forth in this
      Agreement.

    


    3. Term. The
      term
      of this Agreement shall begin on the date hereof and shall continue until
      October 20, 2011. 

     

    
      
        
        

      

      
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    4. Consulting
      Services Compensation.

     

    (A)  The
      Company shall pay to Consultant as compensation for its services under this
      Agreement fees not to exceed Two Hundred Thousand Dollars ($200,000) in any
      one
      year period, excluding approved, related expenses.

    (B)  The
      company may in the future provide the Consultant with such additional
      compensation as the company and the Consultant shall mutually agree for any
      additional services by the Consultant not provided for in this
      Agreement.

    


    5. Duties.
      From
      time to time as reasonably requested by the Company, the Consultant agrees
      to
      perform consulting services related to corporate finance and other financial
      service matters, upon the request of the President of the Company, and will
      make
      available qualified personnel for this purpose and devote such business time
      and
      attention to such matters as it shall determine is required. Such
      services shall include, but not be limited to, strategic planning, meetings
      with
      the investment community, assisting the Company’s management in designing the
      Company’s Business Plan and “Growth-by-Acquisition” strategy. Additionally,
      Consultant shall prepare or assist in the preparation of a Company Corporate
      Profile, Fact Sheets, and Shareholder Letters.

    


    6. Nature
      of Engagement.
      The
      company is engaging the Consultant as an independent contractor. Nothing in
      this
      Agreement shall be construed to create an employer-employee relationship between
      the parties.

    


    


    7. Expenses.
      Upon
      receipt of requests from the consultant for reimbursement, the Company shall
      reimburse the Consultant for all reasonable and necessary expenses the
      Consultant incurs, prior to and after the date of this Agreement in performing
      its duties in connection with this Agreement. The Consultant shall be required
      to receive authorization from the Company prior to incurring any
      expenses.

     

    8. Notices.
      Any
      notice, report or demand required, permitted or desired under this Agreement
      shall be sufficient if in writing and delivered by certified mail, return
      receipt requested, Federal Express (or similar courier), telegram or receipted
      hand delivery at the following addresses (or such other addresses designated
      by
      proper notice):

     

    To
      the Company

    Dr.
      Claus
      Wagner-Bartak, President

    450
      Fairway Drive Suite 103

    Deerfield
      Beach, Florida 33441

    


    To
      the Consultant: 

    Guido
      Volante

    MAC
      LLC

    750
      Lake
      Shore Drive

    Delray
      Beach, Fl 33444

     

    Any
      notice otherwise delivered shall be deemed given when actually received by
      recipient.

     

    
      
        
        

      

      
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    9. Miscellaneous.

     

    (A) Governing
      Law.
      This
      Agreement shall be governed by, interpreted and enforced in accordance with
      the
      laws of the State of Florida

    


    (B) Entire
      Agreement.
      This
      instrument contains the entire agreement of the parties concerning engagement
      and may not be changed or modified except by written agreement duly executed
      by
      the parties hereto.

    


    (C) Confidentiality.
      Except
      as
      may otherwise be required by law the specific provisions of this Agreement
      shall
      remain strictly confidential. Notwithstanding the foregoing, the parties agree
      that Consultant shall disclose that it is being compensated by the Company
      in
      all of its promotional releases to the public, in accordance with the Act.
      Neither the company nor the Consultant shall, either directly or indirectly
      through their respective officers, directors, employees, shareholders, partners,
      joint ventures, agents, consultants, contractor, affiliates or any other person,
      disclose, communicate, disseminate or otherwise breach the confidentiality
      of
      all or any provision of this Agreement, without the express written consent
      of
      both parties to this Agreement.

     

    (D) Assignment.
      The
      obligations of the parties under this Agreement shall not be assigned without
      the written consent of the parties. Notwithstanding any provision of this
      Agreement to the contrary, however, the Consultant shall be entitled to provide
      that any funds payable or stock issuable to it pursuant to this Agreement shall
      instead be paid or issued to its designee.

    


    (E) Counterparts
      and Facsimile.
      This
      Agreement may be executed in counterparts, and all counterparts will be
      considered as part of one agreement binding on all parties to this Agreement.
      This Agreement may be executed via facsimile, which signatures shall be deemed
      legal and binding as an original signature hereto.

    


    (F) Severability.
      If any
      term, condition or provision of this Agreement or the application thereof to
      any
      party or circumstances shall, at any time or to any extent, be invalid or
      unenforceable, the remainder of this Agreement, or the application of such
      term,
      condition or provision to parties or circumstances other than those as to which
      it is held invalid or unenforceable, shall not be affected thereby, and each
      term, condition and provision of this Agreement shall be valid and enforceable
      to the fullest extent permitted by law.

    


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

    


     

    By:
      /s/ Dr.
      Claus Wagner-Bartak, President

    


     

    By:
      /s/ Guido
      Volante, Sole Member

     

     

     

    
      
        
        

      

      
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