CONSULTING
AGREEMENT
THIS
AGREEMENT (the “Agreement”) is entered into this
28th day, April, 2009, by and between Sanguine Corp. (hereinafter
also “SGUI” or “Party”) with offices
located at 6 Green Street, Pasadena, CA and Gary Corderman, MBA
whose primary offices are located at 15150 Dickens Street, Sherman
Oaks, CA (hereinafter also “Consultant” or
“Party”) (collectively also “the
Parties”),
WHEREAS,
Sanguine
Corp. is a biomedical device company with a proprietary
perfluorocarbon product called PHER-02 for use in multiple medical
applications, including as a contrast marker for MRI technology,
that is in need of management consulting work for its
commercialization and is desirous of entering into a consulting
agreement with Gary Corderman,
AND,
WHEREAS,
Gary
Corderman, an MBA who is experienced in all matters regarding
financial and managerial implementation and oversight is desirous
of entering into a consulting agreement with Sanguine,
Corp,
NOW,
THEREFORE, in consideration of the
covenants of each of the parties given to the other and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as
follows:
RECITALS
1.
SERVICES
1.1
Effective
as of the Effective Date, SGUI engages Consultant and Consultant
accepts an engagement with SGUI to render the consulting services
for SGUI as set forth herein Section 2.1 “Services and Duties
of Consultant”. During the term of this Agreement,
Consultant shall devote his time, attention and abilities to the
business of SGUI as may be necessary for the exercise of the
Consultant’s duties hereunder. Nothing in this
Agreement shall be interpreted or construed as creating or
establishing a relationship of employer and/or employee between the
Consultant and SGUI.
2.
DUTIES
2.1
The
Consultant shall devote reasonable time and effort to the
performance of this Agreement. SGUI acknowledges that the
Consultant shall also be entitles to render services to others
during the term hereof. Consultant will work with current
SGUI management to assist in facilitating the implementation of a
business plan to grow SGUI. This will include, but not be
limited to, providing: insight and expertise in all matters
regarding the creation of a feasible and reasonable business plan;
advice on potential acquisitions and mergers; financing
consultation; due diligence (when needed), working with SGUI to
help position for capital funding; and any and all other managerial
and financial duties that are reasonable in scope.
3.
TERM
3.1
The term of
this Agreement shall be for a period of 12 months from the
Effective Date and may be extended by agreement of bo
