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 o
