CONSULTING
AGREEMENT
THIS
AGREEMENT (the “Agreement”) is entered into this
5th day, May, 2009, by and between Sanguine Corp. (hereinafter also
“SGUI” or “Party”) with offices located at
6 Green Street, Pasadena, CA and LKB Partners, LLC whose primary
offices are located at 3502 Scotts Lane, #1221, Philadelphia, PA
(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 LKB Partners, LLC,
AND,
WHEREAS,
LKB
Partners, LLC who is experienced in all matters regarding financial
and managerial implementation and oversight is desirous of entering
into a consulting agreement with Sanguine, Corp to serve as interim
Management,
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 managing the overall business of
SGUI.. This will include, but not be limited to, providing
day-to-day oversight on all matters pertaining to SGUI’s
business and endeavors, negotiation and execution of contracts,
reporting on business matters with the SGUI Board of Directors,
managing cash flow and expenses, 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 24 months from the
Effective Date and may be extended by agreement of both
Parties.
4.
REMUNERATION
4.1
SGUI agrees
to pay to the Consultant a total of 1,000,000 SGUI common shares.
In addition, SGUI will grant Consultant options to purchase
up to 9.5 percent of the SGUI outstanding common shares
at
