Exhibit 10.2


    Exhibit
      10.2

     

    CONSULTANCY
      SERVICE ENGAGEMENT CONTRACT

    


    


    


    THIS
      AGREEMENT
      is made
      on October
      6, 2006

    


    BETWEEN

    


    
      	1.  	
              Red
                Reef Laboratories International, Inc, a Florida corporation ("Red
                Reef"),
                having its principal place of business at 450
                Fairway Dr. #103, Deerfield Beach, FL 33441.
                (the “Client”
                or
                the “Company”);
                and 

            


    

    
      	2.  	
              Guoqiang
                Zhan, a citizen of the People's Republic of China, having his primary
                address at 3/F Goldlion Digital Network Center, 138 Tiyu Road East,
                Tianhe, Guangzhou, China (“Consultant”)

            


    

    


    RECITAL

    


    The
      Client desires to retain the Consultant and the Consultant desires to provide
      to
      the Client consultancy service to advice on locating new business opportunities
      for the Client inside the People's Republic of China ("PRC") on the terms and
      conditions set out below:

    


    NOW
      IT IS AGREED AS follows

    


    
      	1.  	
               INTERPRETATION

            


    

    
      	 	 


    

    
      	1.1  	
              In
                this Agreement:

            


    

     

    
      “Commencement
        Date” October
        6, 2006

      “Confidential
        Information” all
        information of that party or any of its Group Companies which is confidential
        (regardless of its form and whether the other party becomes aware of it before
        or after the commencement of this agreement) and includes any such incidental
        information generated by any technology operated by that party 

      “Hong
        Kong” 
        the Hong
        Kong Special Administrative Region of the PRC

      “month” Calendar
        month

      “Payments”the
        sums
        payable to the Consultant under clauses 3

      “PRC”
        the
        People’s Republic of China which for the purpose of this Agreement excluding
        Hong Kong, Taiwan and Macau

      “Service”
        the
        activities provided by the Consultant to the Client in accordance with the
        clause 2

      “Term”
        the
        period from the Commencement Date until the expiry or termination of this
        Agreement

      “working
        days” Monday
        to
        Friday

      “year”
        Calendar
        year

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    
      	1.2  	
              References
                to clauses and sub-clauses in this Agreement are references respectively
                to clauses and sub-clauses of this
                Agreement.

            


    

    
      	1.3  	
              Words
                in this Agreement denoting a singular number include the plural and
                vice
                versa; words denoting one gender include both genders and the neuter
                and
                words denoting a person include a corporation, corporation sole,
                sole
                proprietorship, firm, joint venture or syndicate, in each case vice
                versa.

            


    

    
      	1.4  	
              Headings
                in this Agreement are for ease of reference only and do not form
                part of
                this Agreement.

            


    

    


    
      	2.  	
              TERM
                AND TERMINATION

            


    

    
      	 	 


    

    
      	2.1  	
              The
                Client hereby retains the Consultant, and the Consultant hereby agrees,
                to
                perform consulting services of the Consultant as required for locating
                new
                business opportunities for the Client
                inside the PRC of the client. For the purpose of this clause, the
                Consultant shall endeavor to:

            


    

    2.1.1
      Identify and develop the potential manufacturers for the Client inside the
      PRC

    2.1.2
      Perform such other services as the Client and the Consultant shall mutually
      agree to in writing

    


    2.2
       The
      Term
      of this Agreement will be a period of Ten
      (10) months
      from the
      Commencement Date. 

    


    
      	3.  	
              COMPENSATION

            


    

    
      	 	 


    

    
      	3.1  	
              Notwithstanding
                any prices listed in any literature or on Web pages, the Client covenants
                to issue an aggregate payment of five million (5,000,000) restricted
                shares of the Client (trading symbol RREF.PK) to the Consultant or
                its
                designee(s) upon Signing of this
                Agreement.

            


    

    


    
      	4.  	
              INDEPENDENT
                CONTRACTOR

            


    

    
      	 	 


    

    
      	4.1  	
              Consultant
                acknowledges that the Service rendered by Consultant under this Agreement
                shall be solely as an independent contractor. Consultant shall not
                enter
                into any contract or commitment on behalf of Client, and is not entitled
                to any employment rights or benefits relating to Client. It is expressly
                understood that this undertaking is not a joint venture.
                

            


    

    


    
      	5.  	
              CONFIDENTIALITY

            


    

    
      	 	 


    

    
      	5.1  	
              The
                Consultant recognizes and acknowledges that this Agreement creates
                a
                confidential relationship between the Consultant and the Client,
                and that
                any information concerning the Client’s business, customers, vendors,
                finances, properties, methods of operation, computer programs, and
                documentation, and other such incidental information, whether written,
                oral, or otherwise, is confidential in nature. All such information
                concerning the Client is hereinafter collectively referred to as
                “Confidential
                Information.”

            


    

    
      	5.2  	
              The
                Consultant agrees that, except as directly by the Client, it will
                not at
                any time during or after the term of this Agreement discloses any
                Confidential Information to any person whatsoever. The Consultant
                further
                agrees to cause its employees and subcontractors to observe this
                Clause.
                

            


    

    


    
      	6.  	
              GRANT

            


    

    
      	 	 


    

    
      	6.1  	
              The
                Consultant agrees that any information that shall be provided by
                the
                Consultant to the Client in the performance of Service of this Agreement
                shall remain the exclusive property of Client, and that it will not
                sell,
                transfer, publish, disclose or otherwise make the information available
                to
                third parties without Client’s prior written consent. Any rights granted
                by others to the Consultant under this Agreement shall not affect the
                Client’s exclusive ownership of the information.
                

            


    

     

    
      	7.  	
              ENTIRE
                AGREEMENT

            


    

    
      	 	 


    

    
      	7.1  	
              This
                Agreement contains the entire understanding of the parties and may
                not be
                amended without the specific written consent of both parties.
                

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	8.  	
              SERVICE
                OF NOTICE

            


    

    
      	 	 


    

    
      	8.1  	
              Any
                notice, claim, demand, or other communication under this Agreement
                (collectively “Communication”
                in
                this clause 8) shall be in English language and may be served or
                given
                personally or sent to the last known address, telex or facsimile
                numbers
                (if any) of each party at the signing of this Agreement, unless and
                until
                a different address, telex or facsimile numbers has been designated
                by a
                written notice effective brought to the notice of the other party.
                

            


    

    
      	8.2  	
              A
                Communication served in accordance with clause 8.1 shall be deemed
                sufficiently served and in proving service and/or receipt of a
                Communication it shall be sufficient to prove that such Communication
                was
                properly addressed and posted or dispatched to the addressee’s address or
                that the Communication was properly transmitted by telex, facsimile
                or
                cable to the addressee. In the case of Communication by telex, such
                Communication shall be deemed properly transmitted upon the receipt
                by the
                machine sending the telex the telex answerback of the addressee;
                and in
                the case of facsimile transmission, such transmission shall be deemed
                properly transmitted on receipt of a satisfactory report of transmission
                printed out by the sending machine.


            


    

    
      	8.3  	
              Nothing
                in this clause 8 shall preclude the service of Communication or the
                proof
                of such service by any mode permitted by law.


            


    

    


    
      	9.  	
              PROPER
                LAW AND DISPUTE
                RESOLUTION

            


    

    
      	 	 


    

    
      	 
              9.1	
              This
                Agreement shall be construed, enforced and interpreted in accordance
                with
                and governed by the laws of Hong Kong. Any dispute or controversy
                arising
                out of or in respect of this Agreement shall be referred to and determined
                by arbitration in Hong Kong International Arbitration Center. The
                right to
                make an application to any courts for trial, and that of appeal are
                hereby
                excluded. 

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the
      Client and the Consultant have duly executed this Agreement as of the day and
      year first above written. 

    


    SIGNED
      by
      the Client 

     

    /s/
      Red Reef Laboratories International, Inc.


    


    for
      and
      on behalf of the Client 

    in
      the
      presence of : 

    


    


    


    


    SIGNED
      by
      the Consultant

     

    /s/
      Guoqiang Zhan


    


    in
      the
      presence of : 

    


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    CONSULTANCY
      SERVICE ENGAGEMENT CONTRACT

    


    


    


    THIS
      AGREEMENT
      is made
      on October
      6, 2006

    


    BETWEEN

    


    
      	1.  	
              Red
                Reef Laboratories International, Inc, a Florida corporation ("Red
                Reef"),
                having its principal place of business at 450
                Fairway Dr. #103, Deerfield Beach, FL 33441.
                (the “Client”
                or
                the “Company”);
                and 

            


    

    
      	2.  	
              Ruishao
                Zhang, a citizen of the People's Republic of China, having his primary
                address at 10-2 Wende Dong Road, Guangzhou, China (“Consultant”)

            


    

    


    RECITAL

    


    The
      Client desires to retain the Consultant and the Consultant desires to provide
      to
      the Client consultancy service to advice on locating new business opportunities
      for the Client inside the People's Republic of China ("PRC") on the terms and
      conditions set out below:

    


    NOW
      IT IS AGREED AS follows

    


    
      	1.  	
               INTERPRETATION

            


    

    
      	 	 


    

    
      	1.1  	
              In
                this Agreement:

            


    

     

    
      “Commencement
        Date” 
        October
        6, 2006

      “Confidential
        Information” all
        information of that party or any of its Group Companies which is confidential
        (regardless of its form and whether the other party becomes aware of it before
        or after the commencement of this agreement) and includes any such incidental
        information generated by any technology operated by that party 

      “Hong
        Kong” 
        the Hong
        Kong Special Administrative Region of the PRC

      “month” Calendar
        month

      “Payments” the
        sums
        payable to the Consultant under clauses 3

      “PRC” the
        People’s Republic of China which for the purpose of this Agreement excluding
        Hong Kong, Taiwan and Macau

      “Service” the
        activities provided by the Consultant to the Client in accordance with the
        clause 2

      “Term” the
        period from the Commencement Date until the expiry or termination of this
        Agreement

      “working
        days” Monday
        to
        Friday

      “year” Calendar
        year

       

    

    
      	1.2  	
              References
                to clauses and sub-clauses in this Agreement are references respectively
                to clauses and sub-clauses of this
                Agreement.

            


    

    
      	1.3  	
              Words
                in this Agreement denoting a singular number include the plural and
                vice
                versa; words denoting one gender include both genders and the neuter
                and
                words denoting a person include a corporation, corporation sole,
                sole
                    proprietorship, firm, joint venture or syndicate, in each case
                vice
                versa.

            


    

    
      	1.4  	
              Headings
                in this Agreement are for ease of reference only and do not form
                part of
                this Agreement.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	2.  	
              TERM
                AND TERMINATION

            


    

    
      	 	 


    

    
      	2.1  	
              The
                Client hereby retains the Consultant, and the Consultant hereby agrees,
                to
                perform consulting services of the Consultant as required for locating
                new
                business opportunities for the Client
                inside the PRC of the client. For the purpose of this clause, the
                Consultant shall endeavor to:

            


    

    2.1.1
      Identify and develop the potential manufacturers for the Client inside the
      PRC

    2.1.2
      Perform such other services as the Client and the Consultant shall mutually
      agree to in writing

    


    2.2
       The
      Term
      of this Agreement will be a period of Ten
      (10) months
      from the
      Commencement Date. 

    


    
      	3.  	
              COMPENSATION

            


    

    
      	 	 


    

    
      	3.1  	
              Notwithstanding
                any prices listed in any literature or on Web pages, the Client covenants
                to issue an aggregate payment of five million (5,000,000) restricted
                shares of the Client (trading symbol RREF.PK) to the Consultant or
                its
                designee(s) upon Signing of this
                Agreement.

            


    

    


    
      	4.  	
              INDEPENDENT
                CONTRACTOR

            


    

    
      	 	 


    

    
      	4.1  	
              Consultant
                acknowledges that the Service rendered by Consultant under this Agreement
                shall be solely as an independent contractor. Consultant shall not
                enter
                into any contract or commitment on behalf of Client, and is not entitled
                to any employment rights or benefits relating to Client. It is expressly
                understood that this undertaking is not a joint venture.
                

            


    

    


    
      	5.  	
              CONFIDENTIALITY

            


    

    
      	 	 


    

    
      	5.1  	
              The
                Consultant recognizes and acknowledges that this Agreement creates
                a
                confidential relationship between the Consultant and the Client,
                and that
                any information concerning the Client’s business, customers, vendors,
                finances, properties, methods of operation, computer programs, and
                documentation, and other such incidental information, whether written,
                oral, or otherwise, is confidential in nature. All such information
                concerning the Client is hereinafter collectively referred to as
                “Confidential
                Information.”

            


    

    
      	5.2  	
              The
                Consultant agrees that, except as directly by the Client, it will
                not at
                any time during or after the term of this Agreement discloses any
                Confidential Information to any person whatsoever. The Consultant
                further
                agrees to cause its employees and subcontractors to observe this
                Clause.
                

            


    

    


    
      	6.  	
              GRANT

            


    

    
      	 	 


    

    
      	6.1  	
              The
                Consultant agrees that any information that shall be provided by
                the
                Consultant to the Client in the performance of Service of this Agreement
                shall remain the exclusive property of Client, and that it will not
                sell,
                transfer, publish, disclose or otherwise make the information available
                to
                third parties without Client’s prior written consent. Any rights granted
                by others to the Consultant under this Agreement shall not affect
                the
                Client’s exclusive ownership of the information.
                

            


    

    


    
      	7.  	
              ENTIRE
                AGREEMENT

            


    

    
      	 	 


    

    
      	7.1  	
              This
                Agreement contains the entire understanding of the parties and may
                not be
                amended without the specific written consent of both parties.
                

            


    

    


    
      	8.  	
              SERVICE
                OF NOTICE

            


    

    
      	 	 


    

    
      	8.1  	
              Any
                notice, claim, demand, or other communication under this Agreement
                (collectively “Communication”
                in
                this clause 8) shall be in English language and may be served or
                given
                personally or sent to the last known address, telex or facsimile
                numbers
                (if any) of each party at the signing of this Agreement, unless and
                until
                a different address, telex or facsimile numbers has been designated
                by a
                written notice effective brought to the notice of the other party.
                

            


    

    
      	8.2  	
              A
                Communication served in accordance with clause 8.1 shall be deemed
                sufficiently served and in proving service and/or receipt of a
                Communication it shall be sufficient to prove that such Communication
                was
                properly addressed and posted or dispatched to the addressee’s address or
                that the Communication was properly transmitted by telex, facsimile
                or
                cable to the addressee. In the case of Communication by telex, such
                Communication shall be deemed properly transmitted upon the receipt
                by the
                machine sending the telex the telex answerback of the addressee;
                and in
                the case of facsimile transmission, such transmission shall be deemed
                properly transmitted on receipt of a satisfactory report of transmission
                printed out by the sending machine.


            


    

    
      	8.3  	
              Nothing
                in this clause 8 shall preclude the service of Communication or the
                proof
                of such service by any mode permitted by law.


            


    

    


    
      	9.  	
              PROPER
                LAW AND DISPUTE
                RESOLUTION

            


    

    
      	 	 


    

    
      	 
              9.1	
              This
                Agreement shall be construed, enforced and interpreted in accordance
                with
                and governed by the laws of Hong Kong. Any dispute or controversy
                arising
                out of or in respect of this Agreement shall be referred to and determined
                by arbitration in Hong Kong International Arbitration Center. The
                right to
                make an application to any courts for trial, and that of appeal are
                hereby
                excluded. 

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the
      Client and the Consultant have duly executed this Agreement as of the day and
      year first above written. 

    


    SIGNED
      by
      the Client 

     

    /s/
      Red Reef Laboratories International, Inc

    


    


    for
      and
      on behalf of the Client 

    in
      the
      presence of : 

    


    


    


    


    SIGNED
      by
      the Consultant

     

    /s/
      Ruishao Zhang

    


    


    in
      the
      presence of : 

    


    


    
      
        
        

      

      
        7