-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KJpx2hw6rdbKfO1/b2mOuvGA88yF2rchyHR/5F/byH5eMjcVOClzjm3l1O+qscni Oo0XMk5JYRvX/N4pIUB6dQ== 0001010412-98-000165.txt : 19980928 0001010412-98-000165.hdr.sgml : 19980928 ACCESSION NUMBER: 0001010412-98-000165 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980925 EFFECTIVENESS DATE: 19980925 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANGUINE CORP CENTRAL INDEX KEY: 0000926287 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 954347608 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64333 FILM NUMBER: 98715256 BUSINESS ADDRESS: STREET 1: 101 EAST GREEN ST STREET 2: #11 CITY: PASADENA STATE: CA ZIP: 91105 BUSINESS PHONE: 8184050079 MAIL ADDRESS: STREET 1: 101 EAST GREEN ST STREET 2: STE 11 CITY: PASADENA STATE: CA ZIP: 91105 S-8 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SANGUINE CORPORATION --------------------------------------- (Exact Name of Registrant as Specified in its Charter) Nevada 95-4347608 (State or Other Jurisdiction (IRS Employer ID No.) of incorporation or organization) 101 East Green Street, #11 Pasadena, California 91105 -------------------------- (Address of Principal Executive Offices) (626) 405-0079 -------------- (Issuer's Telephone Number, including Area Code) Consultant Compensation Agreement No. 2 --------------------------------------- (Full Title of the Plan) Thomas C. Drees 101 East Green Street, #11 Pasadena, California 91105 -------------------------- (Name and Address of Agent for Service) (626) 405-0079 -------------- (Telephone Number, Including Area Code, of Agent for Service) IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ] CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------- Title of Each Proposed Proposed Class of Maximum Maximum Amount of Securities to Amount to Price per Aggregate Registration be Registered be Registered Unit/Share Offering Price Fee - ----------------------------------------------------------------------------- $0.001 par value common voting stock 700,000 $0.10 $70,000 $6.65* - ----------------------------------------------------------------------------- * Calculated according to Rule 230.457(h) of the Securities and Exchange Commission, based upon the exercise price of the options covering the underlying common stock to be issued under the Plan. PART I Item 1. Plan Information. - ------------------------- Plan. ---- A copy of the Consultant Compensation Agreement No. 2 (the "Plan") is attached hereto and incorporated herein by reference. Item 2. Registrant Information and Employee Plan Annual Information. - ------------------------------------------------------------------- Available Information. --------------------- Copies of the Plan, 10-KSB Annual Report of the Registrant for the year ended December 31, 1997, all 10-QSB Quarterly Reports and any Current Reports filed with the Securities and Exchange Commission (the "Commission") during the past twelve months have been provided to the Plan participants. The Registrant also undertakes to furnish, without charge, to any such participant or person purchasing any of the securities registered hereby copies of all of such documentation. Requests should be directed to Thomas C. Drees, President, at the address and telephone appearing on the Cover Page of this Registration Statement. Additional information regarding the Registrant may be reviewed at the Commission's web site www.sec.gov. PART II Information Required in the Registration Statement -------------------------------------------------- Item 3. Incorporation of Documents by Reference. - ------------------------------------------------- The following documents are incorporated by reference into this Registration Statement and made a part hereof, to wit: (a) The Registrant's 10-KSB Annual Report for the calendar year ended December 31, 1997, filed with the Commission on or about April 15, 1998; (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for the past twelve months; (c) Not applicable. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and made a part hereof from the date of the filing of such documents. Item 4. Description of Securities. - ----------------------------------- The Registrant is authorized to issue one class of securities, being comprised of $0.001 par value common voting stock. The holders of the $0.001 par value common stock of the Registrant have traditional rights as to voting, dividends and liquidation. All shares of common stock are entitled to one vote on all matters; there are no pre-emptive rights and cumulative voting is not allowed. The common stock is not subject to redemption and carries no subscription or conversion rights. In the event of liquidation of the Registrant, the holders of common stock are entitled to share equally in corporate assets after satisfaction of all liabilities. Item 5. Interest of Named Experts and Counsel. - ----------------------------------------------- Branden T. Burningham, Esq., who has prepared this Registration Statement, the Plan and an Opinion regarding the authorization, issuance and fully-paid and non-assessable status of the securities covered by this Registration Statement, owns 16,246 shares of common stock of the Registrant and is not deemed to be an affiliate of the Registrant or a person associated with an affiliate of the Registrant. See Item 8 below. Item 6. Indemnification of Directors and Executive Officers. - ------------------------------------------------------------- Under the Nevada Revised Statutes, a corporation has the power to indemnify any person who is made a party to any civil, criminal, administrative or investigative proceeding, other than an action by or in the right of the corporation, by reason of the fact that such person was a director, officer, employee or agent of the corporation, against expenses, including reasonable attorneys' fees, judgments, fines and amounts paid in settlement of any such actions; provided, however, in any criminal proceeding, the indemnified person shall have had no reason to believe the conduct committed was unlawful. Item 7. Exemption from Registration Claimed. - --------------------------------------------- None. Item 8. Exhibits. - ------------------ Exhibit Number - ------ 5 Opinion regarding Legality 23.1 Consent of Branden T. Burningham, Esq. 23.2 Consent of Schvaneveldt Company Certified Public Accountants 99 Consultant Compensation Agreement No. 2 Item 9. Undertakings. - ---------------------- The undersigned Registrant hereby undertakes: (a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "1933 Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any additional or changed material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, only to the extent required by the general rules and regulations of the Commission. (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) That for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the 1933 Act, as amended, may be permitted to directors, executive officers and controlling persons of the Registrant as outlined above or otherwise, the Registrant has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, executive officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, executive officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the 1933 Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the date or dates appearing opposite the respective signatures hereto. REGISTRANT: Date: 9/24/98 By/s/Thomas C. Drees Thomas C. Drees CEO, President, and Chairman of the Board of Directors Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Date: 9/24/98 By/s/Thomas C. Drees Thomas C. Drees CEO, President, and Chairman of the Board of Directors Date: 9/24/98 By/s/A. G. Hargreaves Anthony G. Hargreaves Vice President, Secretary/Treasurer and Director Date: 9/25/98 By/s/David E. Nelson David E. Nelson CFO and Director Securities and Exchange Commission File No. 0-24480 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SANGUINE CORPORATION EXHIBIT INDEX Exhibit Number - ------- 5 Opinion regarding Legality 23.1 Consent of Branden T. Burningham, Esq. 23.2 Consent of Schvaneveldt Company Certified Public Accountants 99 Consultant Compensation Agreement No. 2 EX-5 2 (Letterhead of Branden T. Burningham, Esq.) September 24, 1998 Sanguine Corporation 101 East Green Street, #11 Pasadena, California 91105 Re: Opinion concerning the legality of the securities to be issued pursuant to the Registration Statement on Form S-8 to be filed by Sanguine Corporation, a Nevada corporation Board of Directors: As counsel for Sanguine Corporation, a Nevada corporation (the "Company"), and in connection with the issuance of 700,000 shares of the Company's $0.001 par value common stock (the "Securities") to two individual consultants (the "Consultants") pursuant to a written compensation agreement, a copy of which is incorporated herein by reference (the "Consultant Compensation Agreement No. 2" [the "Plan"]), I have been asked to render an opinion as to the legality of these Securities, which are to be covered by a Registration Statement to be filed by the Company on Form S-8 of the Securities and Exchange Commission (the "Commission"), and as to which this opinion is to be filed as an exhibit. As you are aware, no services to be performed and billed to you which are in any way related to a "capital raising" transaction may be paid by the issuance of Securities pursuant to the Plan. You are also aware that I am the owner of 16,247 shares of the Company's common stock; and that I have no interest in any of the Securities covered hereby. In connection with rendering my opinion, which is set forth below, I have reviewed and examined originals or copies of the following documents, to-wit: 1. Articles of Incorporation and all amendments thereto; 2. Bylaws; 3. 10-KSB Annual Report for the calendar year ended December 31, 1997, filed with the Commission on or about April 15, 1998; 4. 10-QSB Quarterly Reports for the past twelve months; 5. A copy of the Plan; 6. The Unanimous Consent of the Board of Directors adopting the Plan, designating the name of the Plan and the name, address and telephone number of the Plan's agent; and, 7. Correspondence with the two consultants regarding the type of services rendered and to be rendered, and Securities Act Release No. 7506, dated February 17, 1998. I have also examined various other documents, books, records, instruments and certificates of public officials, directors, executive officers and agents of the Company, and have made such investigations as I have deemed reasonable, necessary or prudent under the circumstances. Also, in rendering this opinion, I have reviewed various statutes and judicial precedence as I have deemed relevant or necessary. Further, as counsel for the Company, I have discussed the items relied upon in rendering this opinion and the documents I have examined with one or more directors and executive officers of the Company, and in all instances, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity with the original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies. I have further assumed that the recipients of these Securities under the Plan will have paid the consideration required under the terms of the Plan prior to the issuance of the Securities, and that none of the services performed by the recipients shall be related to "capital raising" transactions. I have also provided the individual participants in the Plan with a copy of the documents enumerated in paragraphs 3 through 7, inclusive, above. Based upon the foregoing and in reliance thereon, it is my opinion that, subject to the limitations set forth in the Plan, the Securities to be issued pursuant to the Plan will, upon their issuance and delivery to the recipients thereof, after receipt of full payment therefor, be deemed duly and validly authorized, legally issued and fully paid and non-assessable under the Nevada Revised Statutes. This opinion is expressly limited in scope to the Securities described herein and which are to be expressly covered by the above referenced Registration Statement and does not cover any subsequent issuances of any securities to be made in the future pursuant to any other plans, if any, pertaining to services performed in the future. Any such transactions are required to be included in a new Registration Statement or a post-effective amendment to the above referenced Registration Statement, which will be required to include a revised or a new opinion concerning the legality of the Securities to be issued. Further, this opinion is limited to the corporate laws of the State of Nevada and the securities laws, rules and regulations of the United States, and I express no opinion with respect to the laws of any other jurisdiction. I consent to the filing of this opinion with the Commission as an exhibit to the above referenced Registration Statement; however, this opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without my prior written consent. This opinion is based upon my knowledge of the law and facts as of the date hereof, and I assume no duty to communicate with you with respect to any matter which may hereafter come to my attention. Yours very sincerely, /s/ Branden T. Burningham LWB/sg cc: Sanguine Corporation EX-23 3 (Letterhead of Branden T.. Burningham, Esq.) September 24, 1998 U.S. Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Re: Consent to be named in the S-8 Registration Statement of Sanguine Corporation, a Nevada corporation (the "Registrant"), SEC File No. 0-24480, to be filed on or about September 25, 1998, covering the registration and issuance of 700,000 shares of common stock to two individual consultants Ladies and Gentlemen: I hereby consent to be named in the above referenced Registration Statement, and to have my opinion appended as an exhibit thereto. Sincerely yours, /s/ Branden T. Burningham cc: Sanguine Corporation EX-23 4 [Letterhead of Schvaneveldt Company] CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------------------- September 25, 1998 U.S. Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Re: Consent to be named in the S-8 Registration Statement of Sanguine Corporation, a Nevada corporation (the "Registrant"), SEC File No. 0-24480, to be filed on or about September 25, 1998, covering the registration and issuance of 700,000 shares of common stock to two individual consultants Ladies and Gentlemen: We hereby consent to the use of our report for the years ended December 31, 1997 and 1996, dated April 1, 1998, in the above referenced Registration Statement. We also consent to the use of our name as experts in such Registration Statement. /s/ Schvaneveldt and Company Certified Public Accountants cc: Sanguine Corporation EX-99 5 CONSULTANT COMPENSATION AGREEMENT NO. 2 THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this 24th day of September, 1998, among Sanguine Corporation, a Nevada corporation ("Sanguine"); and Karl A. Smith and Leonard W. Burningham, Esq, who have executed and delivered this Plan by the execution and delivery of the Counterpart Signature Pages which are designated as Exhibits "A," and "B" hereof (collectively, the "Consultants"). WHEREAS, the Board of Directors of Sanguine has adopted a written compensation agreement for compensation of two individual Consultants who are natural persons, one of whom is a consultant to the Company and one of whom is an attorney; and WHEREAS, Sanguine has engaged the Consultants to provide services at the request of and subject to the satisfaction of its management; and WHEREAS, the Consultants have provided services at the request and subject to the approval of the management of Sanguine; and WHEREAS, a general description of the nature of the services performed and to be performed by the Consultants and the maximum value of such services under this Plan are listed in the Counterpart Signature Pages; and WHEREAS, Sanguine and the Consultants intend that this Plan and the services performed hereunder shall be made, requested and performed in such a manner that this Plan shall be a "written compensation agreement" as defined in Rule 405 of the Securities and Exchange Commission ("Commission") pursuant to which Sanguine may issue "freely tradeable" shares (except as may be limited by "affiliate" status) of its common stock as payment for services rendered pursuant to an S-8 Registration Statement to be filed with the Commission by Sanguine; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, it is agreed: Section 1 Compensation Plan 1.1 Employment. Sanguine hereby employs the Consultants and the consultants hereby accept such employment, and have and will perform the services requested by management of Sanguine to its satisfaction during the term hereof. The services performed by the Consultants hereunder have been and will be personally rendered by the Consultants, and no one acting for or on behalf of the Consultants, except those persons normally employed by the consultants in rendering services to others, such as secretaries, bookkeepers and the like. 1.2 Independent Contractors. Regardless of the Consultants' status as "employees" under Rule 405 of the Commission, all services rendered by the Consultants hereunder have been rendered as independent contractors, and the Consultants shall be liable for any FICA taxes, withholding or other similar taxes or charges, and the Consultants shall indemnify and hold Sanguine harmless therefrom; it is understood and agreed that the value of all such items has been taken into account by the Consultants in computing the billable rate for the services the Consultants have rendered and agreed to render to Sanguine. 1.3 Term. All services performed at the request of Sanguine by the Consultants shall have been performed within 120 days from the date hereof, at which time this Plan shall terminate, unless otherwise provided herein; provided, however, this Plan may be extended for an additional 120 day period by written agreement of Sanguine and any of the Consultants. 1.4 Payment. Sanguine and the Consultants agree that Sanguine shall pay the invoices of the Consultants for the services performed under this Plan by the issuance of shares of its common stock at a price of $0.10 per share; provided, however, such shares of common stock shall be issued pursuant to and shall be subject to the filing and effectiveness of a Registration Statement on Form S-8 covering such shares with the Commission. 1.5 Invoices for Services. On the completion of rendering the services performed by the Consultants hereunder, each of the Consultants shall provide Sanguine with a written invoice detailing the services duly performed. Such invoice shall be paid by Sanguine in accordance with Section 1.4 above, subject to the satisfaction of the management of Sanguine that the services have been performed, and to the extent performed, that the performance was in a satisfactory manner. The submission of an invoice for the services performed by each of the Consultants shall be deemed to be a subscription by the respective Consultants to purchase shares of common stock of Sanguine at the price outlined in Section 1.4 above, subject only to the filing and effectiveness of a Registration Statement on Form S-8 covering such shares with the Commission. 1.6 Common Stock Price. To the extent deemed required or necessary and for all purposes of this Plan, the Consultants shall have an "option" covering such shares of common stock at the per share price set forth in paragraph 1.4 above during the term hereof; the Consultants assume the risk of any decrease in the per share price or value of the shares of common stock of Sanguine that may be issued by Sanguine for services performed by the Consultants hereunder, and the Consultants agree that any such decrease shall in no way affect the rights, obligations or duties of the Consultants hereunder. 1.7 Limitation on Services. None of the services rendered by the Consultants and paid for by the issuance of shares of common stock of Sanguine shall be services related to any "capital raising" transaction. 1.8 Delivery of Shares. On submission of an invoice for services actually performed by the respective Consultants, and duly verified to the satisfaction of Sanguine, and subject to the filing and effectiveness of a Registration Statement on Form S-8 of the Commission covering such shares, one or more stock certificates representing such shares shall be delivered to the respective Consultants at the addresses listed on the Counterpart Signature Pages, unless another address shall be provided to Sanguine in writing prior to the issuance of such shares. 1.9 Adjustments in the Number of Shares of Common Stock and Price Per Share. Sanguine and the Consultants agree that the per share price of shares of common stock that may be issued by Sanguine to the Consultants for services performed under this Plan has been arbitrarily set by Sanguine; however, in the event Sanguine shall undergo a merger, consolidation, reorganization, recapitalization, declare a stock dividend of its shares of common stock or cause to be implemented a forward or reverse stock split which affects the present number of issued and outstanding shares of common stock of Sanguine prior to the issuance of shares to the Consultants, that the per share price and the number of shares issuable to the Consultants for services actually rendered hereunder after such event shall be appropriately adjusted to reflect any such event. 1.10 Effective Date. The Effective Date of the Plan for each of the Consultants shall be the date set forth on the respective Counterpart Signature Pages. 1.11 Conditions. The Plan is subject to the following conditions, to-wit: The number of shares of common stock to be issued under the Plan shall in no event exceed 10% of the total issued and outstanding shares of common stock of the post-reorganized company. Section 2 Representations and Warranties of Sanguine Sanguine represents and warrants to, and covenants with, the Consultants as follows: 2.1 Corporate Status. Sanguine is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is licensed or qualified as a foreign corporation in all states in which the nature of its business or the character or ownership of its properties makes such licensing or qualification necessary. 2.2 Compensation Plan. The Board of Directors of Sanguine has duly adopted a Compensation Plan as defined in Rule 405 of the Commission pursuant to which Sanguine may issue "freely tradeable" shares of its common stock as payment for services rendered, subject to the filing and effectiveness of an S-8 Registration Statement to be filed with the Commission by Sanguine. 2.3 Registration Statement on Form S-8. Sanguine shall engage the services of a competent professional to prepare and file a Registration Statement on Form S-8 with the Commission to cover the shares of common stock to be issued under the Plan; shall cooperate with such professional in every manner whatsoever to the extent reasonably required or necessary so that such Registration Statement shall be competently prepared, which such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and which such Registration Statement shall become effective immediately upon its filing; such Registration Statement shall be prepared at the sole cost and expense of Sanguine; and Sanguine will provide to the Consultants prior to the issuance and delivery of any such shares of common stock a copy of such Registration Statement, the Compensation Plan adopted by its Board of Directors, all quarterly, annual or current reports or other documents incorporated by reference into such Registration Statement and any other similar reports filed or publicly disseminated following the effective date of any such Registration Statement. 2.4 Federal and State Securities Laws, Rules and Regulations. Sanguine shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such shares of common stock. 2.5 Limitation on Services. Sanguine shall not request the Consultants to perform any services in connection with any "capital raising" transaction under this Plan. 2.6 Reports With the Commission. Sanguine is required to file reports with the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and Sanguine has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than one year; and such reports are or will be true and correct in every material respect. 2.7 Corporate Authority and Due Authorization. Sanguine has full corporate power and authority to enter into this Plan and to carry out its obligations hereunder. Execution of this Plan and performance by Sanguine hereunder have been duly authorized by all requisite corporate action on the part of Sanguine, and this Plan constitutes a valid and binding obligation of Sanguine and performance hereunder will not violate any provision of the Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of Sanguine. Section 3 Representations and Warranties of the Consultants Each of the Consultants represents and warrants to, and covenants with, Sanguine as follows: 3.1 Employment. Each of the Consultants hereby accepts employment by Sanguine for the services performed pursuant to this Agreement. The services performed by the Consultants hereunder have been personally rendered by the Consultants, and no one acting for or on behalf of the Consultants. 3.2 Accredited Investors. Each of the Consultants represents and warrants that, by reason of income, net assets, education, background and business acumen, the Consultants have the experience and knowledge to evaluate the risks and merits attendant to an investment in shares of common stock of Sanguine, either singly or through the aid and assistance of a competent professional, and are fully capable of bearing the economic risk of loss of the total investment of services; further, they are "accredited investors" as that term is defined under the 1933 Act or the rules and regulations promulgated thereunder. 3.3 Suitability of Investment. Prior to the execution of this Plan, each of the Consultants shall have provided the services outlined in the respective Counterpart Signature Pages to Sanguine, and the Consultants, singly, or through the advice of a competent professional, fully believe that an investment in shares of common stock of Sanguine is a suitable investment for the Consultants. 3.4 Limitation on Services. None of the services rendered by the Consultants and paid for by the issuance of shares of common stock of Sanguine shall be services related to any "capital raising" transaction. 3.5 Authority and Authorization. Each of the Consultants has full power and authority to enter into this Plan and carry out the obligations hereunder. Execution of this Plan and performance by the Consultants hereunder constitutes a valid and binding obligation of the Consultants and performance hereunder will not violate any other agreement to which any of the Consultants is a party. Section 4 Indemnity Sanguine and the Consultants agree to indemnify and hold the other harmless for any loss or damage resulting from any misstatement of a material fact or omission to state a material fact by the other contained herein or contained in the S-8 Registration Statement of Sanguine to be filed hereunder, to the extent that any misstatement or omission contained in the Registration Statement was based upon information supplied by the other. Section 5 Termination Prior to the performance of services hereunder, this Plan may be terminated (1) by mutual consent of Sanguine and the respective Consultants in writing; (2) by either the Directors of Sanguine or the respective Consultants if there has been a material misrepresentation or material breach of any warranty or covenant by the other party; and (3) shall automatically terminate at the expiration of the term hereof, provided, however, all representations and warranties shall survive the termination hereof; provided, further, however, that any obligation of Sanguine to pay for any services actually rendered by the Consultants hereunder shall survive any such termination. Section 6 General Provisions 6.1 Further Assurances. At any time, and from time to time, after the execution hereof, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to carry out the intent and purposes of this Plan. 6.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first-class registered or certified mail, return receipt requested, as follows: If to Sanguine: 101 East Green Street, Suite #11 Pasadena, California 91105 If to Consultants: The addresses listed on the Counterpart Signature Pages 6.3 Entire Agreement. This Plan constitutes the entire agreement between the parties and supersedes and cancels any other agreement, representation, or communication, whether oral or written, between the parties hereto relating to the transactions contemplated herein or the subject matter hereof. 6.4 Headings. The section and subsection headings in this Planare inserted for convenience only and shall not affect in any way the meaning or interpretation of this Plan. 6.5 Governing law. This Plan shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, except to the extent pre-empted by federal law, in which event (and to that extent only), federal law shall govern. 6.6 Assignment. Neither Sanguine nor the Consultants can assign any rights, duties or obligations under this Plan, and in the event of any such assignment, such assignment shall be deemed null and void. 6.7 Counterparts. This Plan may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Plan effective the day and year first above written. SANGUINE CORPORATION By /s/ Thomas C. Drees, President EXHIBIT "A" CONSULTANT COMPENSATION AGREEMENT NO. 2 COUNTERPART SIGNATURE PAGE THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement No. 2 among Sanguine Corporation and the undersigned Consultant is executed as of the date set forth hereinbelow. Consultant: Karl S. Smith 455 East 500 South, Suite #201 Salt Lake City, Utah 84111 Date: 9/25/98 /s/Karl S. Smith Number of Shares and Maximum Value of Services General Description of Services to be Performed See Exhibit A-1 attached hereto and incorporated herein by reference as will be set forth in invoices 500,000 to Sanguine as payment of the option price $50,000 EXHIBIT A-1 September 23, 1998 Mr. Leonard W. Bumingham 455 East Fifth South Salt Lake City, Utah 84111 Regarding Sanguine Corporation The following is a list of services that I have provided for Sanguine, Corporation. Massive alliance planning. Strategic corporate partnerships Negotiations on contracts and potential partnerships and/or buyouts. Developing organizational tools, agreements and contracts. Market analysis and planning of products. Corporate planning to incorporate business plans, performa's and projections. Developing, incorporating and planning for overrides and royalty agreements. I have also attached for your information, my written responses that relates to your Memorandum on the "Securities Act Release No. 7506 dated February 17, 1998, Respecting S-8". Please advise me if you have any further questions. Sincerely, /s/Karl Smith EXHIBIT "B" CONSULTANT COMPENSATION AGREEMENT NO. 2 COUNTERPART SIGNATURE PAGE THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement No. 2 among Sanguine Corporation and the undersigned Consultant is executed as of the date set forth hereinbelow. Consultant: Leonard W. Burningham, Esq. 455 East 500 South, Suite #205 Salt Lake City, Utah 84111 Date: 9/25/98 /s/Leonard W. Burningham Number of Shares Maximum Value of Services General Description of Services to be Performed Legal Services rendered in regards to non-capital 200,000 raising issues and as will be set forth in invoices $20,000 to Sanguine as payment of the option price. -----END PRIVACY-ENHANCED MESSAGE-----