MANAGEMENT
CONSULTING AGREEMENT
This
Consulting Agreement (“Agreement”), made and entered
into this 22 of August, 2007, by and between Sanguine Corp.
(hereinafter also the “Company” and
“SGNC”), and LKB Partners, LLC.
(“Consultant”),
WITNESSETH
WHEREAS, the Company wishes to receive management
consulting services from Consultant 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, to act in the full
capacity as General Manager and President for the Company for the
compensation and on the terms and conditions hereinafter expressed.
Consultant shall perform such consulting duties as are set forth
herein.
2. Consultant’s Duties .
Consultant will work on behalf of the Company and
oversee all operations thereof, including; running day-to-day
business operations, entering into or negotiating contracts, hiring
and firing of personnel, paying expenses, devising, revising and
implementing business, financing, and marketing strategies, and all
other necessary tasks relevant to the position. Furthermore,
Consultant will be responsible for procuring for the Company the
requisite equity capital to pay current obligations and work to
provide capital for future endeavors.
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, the sum of $8,000, and
(b) a total of 3,000,000 common shares of SGNC., of which
500,000 shall be made free trading through a grant from the
Company’s Stock Option Plan to Frank Marra personally
under
a separate Letter Agreement of even date; and
(c) options to purchase up to 9.5 percent of the issued
and outstanding shares of SGNC at a price of $0.06 for a period of
two years; provided, however, these Options, to the extent not
exercised prior thereto, shall be void on March 31, 2008, unless
the Company shall have raised not less than the sum of $500,000
through the efforts of the Holder or its associates or affiliates
or by persons introduced by the Holder or its associates or
affiliates by March 31, 2008, with no proration of Options in the
event all $500,000 is not raised.
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 twenty-forth month following its
executed signature, unless terminated by both parties or by the
Board of Directors with due cause.
5. Termination of Agreement .
Notwithstanding that the Term shall not have been
completed, the Company may terminate this Agreement (a) upon the
death of Consultant, (b) if Consultant
