CONSULTING
AND CONFIDENTIALITY AGREEMENT
THIS
CONSULTING AGREEMENT (hereinafter the “Agreement”),
made and entered into this 25th day of October, 2007, by and
between KKS Venture Management Inc. and Alfonso Knoll (hereinafter
“Consultants”), an independent contractor with a
business address of 240 Main Street, Denver PA 17517, and Sanguine
Corporation a Nevada corporation (hereinafter “the
Company”), (hereinafter together referred to as “the
Parties”).
This will
confirm the agreement between the Company and the Consultants this
25th day of October 2007 as follows:
Whereas, The
Company agrees to engage the Consultants and Consultants agree to
provide consulting services to the company for a period of one (1)
year; and
NOW,
THEREFORE, in consideration of the mutual covenants set forth in
this agreement, the Parties agree as follows:
1.
Consulting Services:
For a period of twelve (12) months from the date first
signed above , Consultants will hold themselves available to
provide investor relations services to Company as may be requested
by it, provided Consultants shall determine in their sole
discretion the time and manner of providing such services.
Consultant agrees to exercise its best efforts to provide the
following services to Company:
· Help Company in gaining market awareness and
explore the possibilities of a European listing; and
· Help
Company by recommending a capitalization restructure to
facilitate an offering of $(5,000,000); and
· Help when
appropriate, approaching a larger underwriter to structure a
secondary offering for the build out of the Company brand and
increase the marking budget.
· Foremost,
provide such managerial help and consultation as to foster the
growth and performance of the Company.
Consultants will remain
available to provide such services during the term of this
agreement and Company will continue to compensate Consultants
hereunder whether or not it is a subsidiary of, or stockholder of,
Company under separate arrangement. The Consultants shall at all
times be independent contractors to the Company and shall not
represent or be represented as an employee, partner, officer,
director or affiliate of the Company. This Agreement shall
automatically renew on a yearly basis on the last day of the
twelfth month following execution
1
Company Initials /s/TCD
Consultant
Initials /s/ACK
of this Agreement each year on the same terms
until either party gives written notice of its intent not to
renew. Said Notice shall be given at least 1 month before
the renewal date.
Subject to the terms and conditions of this Agreement,
the Consultants accept this appointment as an independent
contractor to the Company. In no event shall the Consultant be
obligated to participate in and/or purchase Private Equity and/or
Credit and Debt Facilities for its own account or for the accounts
of any other entities or individuals.
2.
Compensation:
In consideration of the consulting services of this
agreement, Company agrees to pay Consultant the following:
· Upon signing this agreement Company will pay
to Consultant, three million (3,000,000) common shares, in
Company with “piggy-back” registration rights;
and
· 675,000
free trading SGNC common shares through a grant from the
Company’s Stock Option Plan to Alfonso Knoll personally
under a separate Letter Agreement of even date; and
· After
successful completion of a minimum of first $500,000 financing
has been realized by the Company, the Company will pay
Consultant Twenty Thousand $20,000 per month so long as the
company can afford to pay it.
Consultants hereby agree
that all payments will be made directly to KKS Venture Management
Inc.. The recipient here, KKS Venture Management Inc., LLC is an
entity in which all three of the equity owners are
accredit
