INVESTOR RELATIONS/CONSULTING AGREEMENT
This Consulting Agreement ("Agreement"), made and
entered into this 4th of April, 2007, by and between Sanguine Corp.
(the "Company"), and LKB Partners, LLC. ("Consultant"),
WITNESSETH
WHEREAS, the Company wishes to receive
consulting services from Consultant from time to time and
Consultant is willing to provide such consulting services, and
Company and Consultant wish to enter into this Agreement to set
forth the terms and conditions on which services will be
provided.
NOW, THEREFORE, the Company and
Consultant hereby mutually covenant and agree as
follows:
1. Engagement of Consultant .
Consultant is hereby retained by the Company, and
Consultant hereby accepts such retainment, as a general advisor and
consultant to the Company for the compensation and on the terms and
conditions hereinafter expressed. Consultant shall perform investor
relations consulting duties as are set forth herein and include,
but not be limited to: registered representative introduction
and communication, institutional introduction and communication,
newsletter writer introduction and communication, equity placement
advisement, underwriter introduction, capital structure consulting,
business plan advisement, and other related consulting activities
that may be required or assigned to Consultant from time to
time.
2. Consultant's Duties .
Consultant will make himself available for general
consultation at all reasonable times by telephone or
correspondence, and will be available at the Company's premises for
up to eight days per month on mutually-agreed dates. The Company
agrees to give Consultant reasonable notice of what Services it
desires and when it desires them to be performed. In that
connection, the Company and Consultant agree to cooperate in
resolving any scheduling problems that may arise with respect to
Consultant being available at the times requested.
3. Compensation for Services .
The Company agrees to pay to Consultant the following
fees (collectively, the "Fee"):
(a) On the first day of each month
falling within the Term, $8,000, and
(b) Four (4) Million Restricted 144
shares of the Company’s common stock issued upon execution of
this Agreement. Company agrees to register said shares as
part of any registration it undertakes during the proceeding twelve
months following this Agreement’s execution.
(c) Options to purchase up to an
additional 5 million shares at a strike price of $.06 per common
share for a period of 24 months, unless extended by mutual
agreement of both parties, from the execution date of this
Agreement.
In addition to the Fee, the Company shall
reimburse Consultant for all agreed to valid out-of-pocket expenses
pre-approved by the Company, which shall be reimbursed to
Consultant.
4. Term . The term of
this Agreement (the "Term") shall begin on the date of this
Agreement and expire on the last day of the fifteen month following
its executed signature, provided that it may be extended by
mutual agreement in writing for additional one-year terms and may
be terminated during the Term as provided in Section 6
hereof.
5. Duties of Consultant Relating to
Consulting Services . Consultant shall at all times
be acting and performing hereunder as an independent contractor. In
connection with the performance by Consultant of Services, the
Company shall not have or exercise any control or direction over
the Services performed by Consultant, and will not in any way
supervise or control his activities. Consultant shall perform all
of the Services herein provided for relying
