Exhibit 10.5


    Exhibit
      10.5

    


     I.R.International
      Consultants, Inc

    3280
      Sunrise Highway, Suite 51

    .
      Wantagh, NY 11793

    (516)
      816-2563

    (516)
      409-6847 fax

     

    


    January
      12, 2007

    


    Red
      Reef
      Laboratories International, Inc.

    450
      Fairway Dr.

    #103

    Deerfield
      Beach, FL 33441

    


    This
      letter sets forth the agreement (the “Agreement”) between Red
      Reef Laboratories International, Inc. (the
      “Company”) and I.R. International Consultants, Inc. (“I.R.”). The term of this
      agreement shall be from January 12, 2007 through July 12, 2007 (six
      months).

    


    I.R.
      agrees to advise, consult, and generally help The Company in executing their
      business plan. I.R. will draft, write, and consult with The Company on all
      press
      releases and public disclosures that the Company may want to disseminate. In
      addition, I.R. agrees to arrange for meetings with brokerage firms, potential
      investors, and help arrange for the Company to present at various investment
      seminars and conferences. I.R. may also choose to investigate possible strategic
      alliances, new customers for The Company’s products, or business strategies such
      as acquisitions for the Company, or identify sources of bank or institutional
      credit lines or other financing for certain of The Company’s lines of business
      (collectively, a “Business Opportunity”). For their efforts on behalf of The
      Company, I.R. shall receive, payable upon the signing of this agreement,
      3,000,000 (three million) shares of the Company’s common stock (OTC:PK RRLB).
      I.R. shall also be entitled to receive from The Company a “Transaction Fee” of
      ten percent (10%) as a result of any transaction effected by The Company with
      a
      Business Opportunity introduced by I.R. or by a third party introduced by I.R.
      during the length of this contract. That fee shall be based upon the net value
      of the consideration, securities, property, business, assets, or other value
      given, paid, transferred or contributed by, or to The Company. Unless otherwise
      mutually agreed in writing prior to the closing of any Business Opportunity,
      the
      Transaction Fee shall be paid in the form of cash or the registered, common
      stock of Red Reef Laboratories International, Inc. (OTC:PK RRLB) based on the
      closing bid price of the common stock of Red Reef Laboratories International,
      Inc (OTC:PK RRLB) on the day prior to the closing of the aforementioned Business
      Opportunity.

    


    To
      be a
      Business Opportunity covered by this section, the transaction must occur between
      the time this Agreement is signed and January 12, 2008. In the event that a
      business opportunity occurs after January 12, 2008, no Transaction Fee shall
      be
      due I.R.

    


    I.R.
      agrees that information and materials provided by The Company to I.R., on a
      confidential basis, shall be held in confidence by I.R. except as otherwise
      required by law. 

     

    
      
        
        

      

      
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    If
      the
      foregoing is agreeable, please indicate your approval by dating and signing
      below.

    


    Please
      retain one copy for your files, returning the original to I.R. International
      Consultants, Inc.

    


    


    APPROVAL
      AND ACCEPTANCE

    


    READ
      AND
      ACCEPTED this _________ day of January , 2007

    


    


    Signed:
      /s/ Sandy Rossen

    


    Sandy
      Rossen

    I.R.
      International Consultants, Inc.

    3280
      Sunrise Highway

    Suite
      51

    Wantagh,
      NY 11793

    


    


    


    READ
      AND
      ACCEPTED this______________day of January, 2007

    


    


    Signed:
      /s/ Dr. Claus Wagner-Bartak

    


    Dr.
      Claus
      Wagner-Bartak

    Red
      Reef
      Laboratories International, Inc.

    450
      Fairway Dr.

    #103

    Deerfield
      Beach, FL 33441

    
 

    
      
        
        

      

      
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