Exhibit 10.4


     

    Exhibit
      10.4

     

    CONSULTANT
      AGREEMENT

     

    THIS
      CONSULTANT AGREEMENT
      (this
“Agreement”), entered into this 20th
      day of
      December, 2006, sets forth the arrangement between, Dynahealth, Ltd.
      “CONSULTANT”
      a New
      York State corporation, with its principal place of business at 27 East
      65th
      Street,,Suite 15B, New York,NY 10021 and Red Reef Laboratories International,
      Inc. “COMPANY”,
      a
      Florida
      corporation,
      with its
      primary place of business located at 450 Fairway Drive, Suite 103, Deerfield
      Beach, Florida 33441,
      (hereinafter
      referred to as “COMPANY”), with respect to compensation to which CONSULTANT will
      become entitled under the terms and conditions set forth in this
      Agreement.

     

    1.  Purpose.CONSULTANT
      will undertake to contact and present information regarding COMPANY to persons
      or entities (each, along with its clients and investor or affiliate network,
      a
“Funding Source”), where the Funding Sources may provide, each in its own
      discretion, funding, loans, and/or financing to COMPANY or who may purchase
      securities (either COMPANY securities or securities of other companies owned
      by
      COMPANY) from the COMPANY. 

     

    2.  Indemnity
      of CONSULTANT by COMPANY. The
      COMPANY will provide the CONSULTANT with accurate and correct information.
      The
      COMPANY will indemnify and hold harmless the CONSULTANT for any and all
      liability, which arises out of acts and/or omissions of the COMPANY in its
      provisions to supply the CONSULTANT with accurate information. 

     

    3.  Non-Circumvention. Neither
      COMPANY nor any representative of COMPANY shall contact a Funding Source
      submitted by the CONSULTANT without the prior written approval of CONSULTANT
      for
      the duration of this Agreement, or for a period of one year following the
      termination of this Agreement. Potential funding sources will be submitted
      in
      writing by either e-mail or fax to the COMPANY for an approval signature by
      an
      authorized principal of the COMPANY. Furthermore, COMPANY hereby irrevocably
      agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly,
      the
      intent of this Agreement, or to avoid payment of fees in any transaction with
      any Funding Source mutually approved by the COMPANY and the CONSULTANT. In
      the
      event the COMPANY, successor companies, LLCs, or corporations, current
      affiliates, future affiliates, principals, its agents, professionals, assignees
      and/or employees, or others affiliated with the firm or principals of the firm,
      circumvents or breaches this agreement, either directly or indirectly, then
      the
      CONSULTANT shall be entitled to the maximum fees or commissions from the COMPANY
      that the CONSULTANT would have realized and received, absent the Circumvention
      or breach of the agreement.

     

    4.  CONSULTANT’s
      Compensation.
      If,
      during the term of this Agreement or within one year following termination
      of
      this Agreement, funding, loans, and/or financing is provided by a mutually
      approved Funding Source to the COMPANY, CONSULTANT will be compensated as
      provided below. 

     

    
      	(a)  	
              Extension
                of One Year Period.
                In those instances where, upon the first annual anniversary of the
                termination of this Agreement, the Funding Source and COMPANY are
                still in
                active negotiation for the Funding Source to provide funding, loans,
                and/or financing to COMPANY, the one year period shall be extended
                to the
                later of: (i) an additional one year and (ii) the date at which the
                parties terminate active negotiation.


            


    

     

    
      	(b)  	
              Calculation
                of Compensation.
                 The
                compensation payable to CONSULTANT for a successfully consummated
                funding,
                loans, and/or financing transaction with a Funding Source shall be
                as
                follows (as used in this Agreement, the term “Total Funding” shall mean
                the total amount of any purchase price, funding, loans and/or financing
                provided to COMPANY by the Funding Source, including, but not limited
                to,
                funds actually delivered, credit available for use by COMPANY and
                commitments to provide funds or credit in one or more installments
                in the
                future, regardless of whether such installments are contingent upon
                the
                satisfaction of conditions imposed upon COMPANY by the Funding
                Source):

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	(c)  	
              Cash.
                CONSULTANT
                will earn a cash fee(see attached addendum) of the cash portion of
                any
                funding received from this transaction at the time of Closing or
                any
                installment or future funding, loans and or financing received by
                the
                COMPANY. 

            


    

     

    
      	(d)  	
              Form
                of Compensation.
                CONSULTANT’s compensation shall be paid to CONSULTANT in United States
                funds, according to CONSULTANT’s preference, either in the form of a
                certified or cashier’s check, or wire transfer from escrow
                immediately.

            


    

     

    
      	(e)  	
              Timing
                of Payment of Compensation.
                CONSULTANT’s compensation under this Agreement shall be payable on the
                date that funds are delivered or financing is made available to COMPANY.
                COMPANY agrees that CONSULTANT’s compensation is to be paid directly to
                CONSULTANT by COMPANY at the time funds are dispersed at CONSULTANT’s
                designated bank or receiver. CONSULTANT will provide directly to
                borrower
                its designated funds receiver information. If funds are drawn down
                or made
                available for use by COMPANY in installments, CONSULTANT’s compensation
                under this Agreement shall also be payable in installments in the
                corresponding percentage of the Total Funding that is drawn by or
                made
                available to COMPANY for use in each installment of the Total Funding.
                CONSULTANT is only eligible for payment on portions of the funding
                that
                are paid to or available to the COMPANY and it is the COMPANY’s discretion
                whether or not to use the funds.

            


    

     

    
      	(f)  	
              Reimbursement
                of Expenses.
                COMPANY agrees to promptly reimburse CONSULTANT for all COMPANY
                pre-approved costs and “out of pocket”
expenses.

            


    

     

    
      	(g)  	
              Guarantee
                of Payment. It
                is understood and agreed that the individual signing this Agreement
                on
                behalf has the authority to direct COMPANY’s compliance or non-compliance
                with this Agreement.

            


    

     

    5.  Consummation
      Required.
       In
      no
      event will COMPANY have any liability for compensation to CONSULTANT pursuant
      to
      this Agreement, unless the funding and/or financing transaction with a Funding
      Source is actually consummated prior to or on the second annual anniversary
      of
      the termination of this Agreement. 

     

    6.  Agreement
      Not Exclusive.
       Nothing
      in this Agreement shall be deemed to prevent COMPANY from authorizing other
      parties to locate sources of funding and/or financing for it, and COMPANY may
      negotiate for and carry out fundings and/or financings independently of any
      Funding Sources contacted by CONSULTANT, either with or without the assistance
      of other intermediaries. Nothing in this Agreement shall be deemed to prevent
      CONSULTANT from seeking funding and/or financing on behalf of other parties,
      but
      funding sources or others of the CONSULTANT may not be contacted for the COMPANY
      for funding by other CONSULTANTS, or others or the COMPANY. 

     

    7.  Independent
      Contractor Relationship.
      This
      Agreement is intended to create an independent contractor relationship between
      CONSULTANT and COMPANY, which is described in Section 3508 of the Internal
      Revenue Service Code, and shall be interpreted to effectuate such intent between
      the parties.

     

    
      	 	
              (a)

            	
              No
                Taxes Withheld from Compensation. COMPANY
                will not withhold any taxes from any compensation paid to CONSULTANT
                according to this Agreement. It is acknowledged and agreed by the
                parties
                that COMPANY has not, is not, and shall not be obligated to make,
                and that
                it is the sole responsibility of CONSULTANT to make, in connection
                with
                compensation paid to CONSULTANT according to this Agreement, all
                periodic
                filings and payments required to be made in connection with any
                withholding taxes, FICA taxes, Federal unemployment taxes, and any
                other
                federal, state or local taxes, payments or filings required to be
                paid,
                made or maintained.

            


    

     

    
      	 	
              (b)

            	
              CONSULTANT
                Controls Time and Effort.
                 It
                is agreed that COMPANY is interested only in the ultimate results
                of
                CONSULTANT’s activities pursuant to this Agreement, and that CONSULTANT
                shall have exclusive control over the time and effort invested by
                CONSULTANT pursuant to this Agreement, and the manner and means of
                CONSULTANT’s performance under this Agreement.


            


    

     

    
      	 	
              (c)

            	
              Independence
                from COMPANY. The
                parties further agree that CONSULTANT shall have no control or supervision
                over COMPANY’s employees, officers, directors, representatives or
                affiliates. CONSULTANT will not represent that it is an employee
                of
                COMPANY. CONSULTANT shall at all times represent himself and be construed
                as independent of COMPANY. CONSULTANT shall not, under any circumstances,
                be deemed to be a servant or employee of COMPANY for any purpose,
                including for Federal tax purposes. CONSULTANT’s relationship to COMPANY
                is that of an independent contractor, and nothing in this Agreement
                shall
                constitute this Agreement as a joint venture or partnership between
                CONSULTANT and COMPANY. CONSULTANT shall have no authority to bind
                COMPANY
                or any of its employees, officers, directors, representatives or
                affiliates by any promise or representation, oral or otherwise, unless
                specifically authorized in a writing bearing an authorized signature
                of an
                COMPANY officer, director or representative. All discussions and
                negotiations with any Funding Source, submitted to COMPANY by the
                CONSULTANT for funding, loans, and/or financing shall be conducted
                by
                COMPANY.

            


    

     

    
      
        
        

      

      
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    8.  Confidential
      Information. CONSULTANT
      acknowledges that, pursuant to this Agreement, it may be given access to or
      may
      become acquainted with certain information, trade secrets or both, of COMPANY,
      including but not limited to, confidential information and trade secrets
      regarding computer programs, designs, skills, patents, pending patents,
      copyrights, procedures, methods, documentation, plans, drawings, schematics,
      facilities, customers, policies, marketing, pricing, customer lists and other
      information and know-how, and the COMPANY Business Plan and related materials,
      all relating to or useful to COMPANY (collectively, the “Confidential
      Information") and the exclusive property of COMPANY.

     

    9.  Nondisclosure
      of Confidential Information.
      During
      the term of this Agreement and for a period of one year thereafter, CONSULTANT
      shall only disclose the Confidential Information in connection with its
      performance pursuant to this Agreement, subject to the terms and conditions
      of
      this Agreement, and otherwise, CONSULTANT shall not in any manner, either
      directly or indirectly, divulge, disclose or communicate to any person or
      entity, any of the Confidential Information. 

     

    10.  Exceptions
      to Nondisclosure.
      Notwithstanding anything to the contrary contained in this Agreement, CONSULTANT
      shall not be prohibited from disclosing to third parties, or using without
      the
      prior written consent of COMPANY, information that (a) was, on the date of
      this
      Agreement, generally known to the public, (b) is as of the date of this
      Agreement known to CONSULTANT, as evidenced by written records in the possession
      of CONSULTANT, (c) is subsequently disclosed to CONSULTANT by a third party
      who
      is in lawful possession of such information and is not under an obligation
      of
      confidence, (d) is disclosed by COMPANY to third parties generally without
      restriction on use and disclosure, or (e) is required to be disclosed by law
      or
      a final order of a court or other governmental agency or authority of competent
      jurisdiction, provided, however, reasonable notice prior to any disclosure
      as
      required by applicable law or court process shall be given to COMPANY which
      would allow COMPANY sufficient time to attempt to obtain injunctive relief
      in
      respect to such disclosure.

     

    11.  Termination
      of this Agreement and Return of Property.
       Either
      CONSULTANT or COMPANY may terminate this Agreement upon ninety (90) days’ prior
      written notice to the other, and, subject to the terms and conditions of this
      Agreement.

     

    All
      Confidential Information of COMPANY, along with all documents relating to
      COMPANY’s transactions, including the COMPANY Business Plan and related
      materials, and any and all manifestations and copies thereof are the property
      of
      COMPANY (collectively, the "Property"). Upon the request of COMPANY and/or
      termination of this Agreement by either party, CONSULTANT shall, if requested,
      at COMPANY’s expense, deliver and have signed for all Property to COMPANY within
      ten (10) business days.

     

    12.  Notice.
      Any
      notice required under this Agreement shall be deemed duly delivered (and shall
      be deemed to have been duly received if so given), if personally delivered
      and
      signed, sent by a reputable courier service and signed, or mailed by registered
      or certified mail, postage prepaid, return receipt requested, addressed to
      the
      parties as follows:

     

    If
      to
      CONSULTANT: If
      to
      COMPANY:

     

    Dynahealth,
      Ltd. Red
      Reef
      Laboratories International, Inc.

    27
      East
      65th
      Street,
      Suite15B 450 Fairway Drive, Suite 103

    New
      York,
      NY 10021 Deerfield Beach, Florida 33441  

     

    or
      to
      such other address as any party may have furnished to the other in writing
      in
      accordance with this Section.

     

    
      
        
        

      

      
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    13.  Governing
      Law.
      The
      Parties agree that any disputes or controversies arising from the interpretation
      or performance of this agreement which cannot be resolved by the parties may
      be
      submitted to arbitration. In the event a matter is submitted to arbitration,
      the
      Parties agree to use Arbitrators who have been qualified by the American
      Arbitration Association and governed by the laws of the State of New York.
      The
      fees will be equally divided between the parties. This
      Agreement has been made in the State of New York and shall be construed and
      governed in accordance with the laws thereof without giving effect to principles
      governing conflicts of law. 

     

    14.  Severability.
       If
      the
      law does not allow a provision of this Agreement to be enforced, such
      unenforceable provision shall be amended to become enforceable and reflect
      the
      intent of the parties, and the rest of the provisions of this Agreement shall
      remain in effect. 

     

    15.  Waiver.
       The
      failure of any party, in any instance, to insist upon strict enforcement of
      the
      provisions of this Agreement shall not be construed to be a waiver or
      relinquishment of enforcement in the future, and the terms of this Agreement
      shall continue to remain in full force and effect. 

     

    16.  Assignability. This
      Agreement shall not be assignable by either party.

     

    17.  Amendment. This
      Agreement may only be amended or modified in a writing signed by both of the
      parties and referring to this Agreement.

     

    18.  Attorneys’
      Fees.
       COMPANY
      agrees that in the event CONSULTANT’s fees are not paid promptly, CONSULTANT’s
      fees and costs (including the cost of CONSULTANT’s time at his then standard
      rate of billing) shall be recoverable by CONSULTANT in connection with the
      negotiation, settlement, mediation, arbitration or an action to enforce payment
      of fees pursuant to this Agreement, whether or not an actual cause of action
      is
      filed.

     

    19.  Entire
      Agreement.
       This
      Agreement constitutes the entire agreement and final understanding of the
      parties with respect to the subject matter of this Agreement and supersedes
      and
      terminates all prior and/or contemporaneous understandings and/or discussions
      between the parties, whether written or verbal, express or implied, relating
      in
      any way to the subject matter of this Agreement. 

     

    20.  Execution
      in Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which taken together shall constitute one in
      the
      same instrument. Confirmation of execution by electronic transmission of a
      facsimile signature shall be binding on the confirming party.

     

    21.  Term
      of Agreement.
      The
      Terms of this Agreement shall be for a period of three years ( 3) from the
      date
      of execution of this agreement.

     

    SIGNING
      THIS AGREEMENT INDICATES ACCEPTANCE OF THE TERMS OF THIS AGREEMENT..
      

    


    CONSULTANT:
      Dynahealth, Ltd. COMPANY: Red Reef Laboratories International, Inc.

     

    By:
      /s/ Robert Jay
      Singer        By:
      /s/ Peter Versace

    Name:
      Robert Jay Singer        Name: Peter
      Versace

    


    Title:
      President    Title:
      Executive Vice President & Secretary

     

    Date:                                    
      Date:

    


    
      
        
        

      

      
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    ADDENDUM
      NUMBER 1 TO CONSULTING AGREEMENT BETWEEN DYNAHEALTH,LTD,(CONSULTANT) AND RED
      REEF LABORATORIES INTERNATIONAL, INC.,(COMPANY) DATED DECEMBER 20, 2006.


    


    


    


    


    FUNDING
      COMPENSATION FOR DYNAHEALTH,LTD.(CONSULTANT) FROM RED REEF LABORATORIES
      INTERNATIONAL, INC. (COMPANY).

    1.
      0--------------------------$3,999,999.00 10 % (ten percent)

    


    2.
      $4,000,000.00----------$5,999,999.00 7% (seven percent)

    


    3.
      $6,000,000.00----------$9,999,999.00 5% (five percent)

    


    4.
      $10,000,000.00--------and above 3% (three percent)

    


    


    


    


    FUNDING
      SOURCES TO BE CONTACTED FOR RED REEF LABORATORIES INTERNATIONAL,
      INC.:

    .

    


    


    


    


    


    ________________

    Initials
      of Company

    signatory

     

     

    
      
        
        

      

      
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