8-K

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20509

                            FORM 8-K

                         CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act

                       September 1, 2000
                         Date of Report
               (Date of Earliest Event Reported)

                       SANGUINE CORPORATION
     (Exact Name of Registrant as Specified in its Charter)

       Nevada                         0-24480                95-4347608
(State or other juris-          (Commission File No.)       (IRS Employer
diction of incorporation)                                    I.D. No.)

                    101 East Green Street, #11
                 Pasadena, California 91105
            (Address of Principal Executive Offices)

                         (626) 405-0079
                 Registrant's Telephone Number


Item 5.   Other Events.

          On September 1, 2000 (effective as of August 29, 2000), the
Registrant completed the offer and sale of 1,635,970 units (the "Unit" or
"Units") at $0.50 per Unit for an aggregate of $817,985 (the "Offering").
Each Unit consisted of two shares of the Registrant's common stock
("restricted securities") and one redeemable common stock purchase warrant
(the "Investor Warrant or Warrants").  Each Investor Warrant entitles the
holder to purchase one share of common stock of the Registrant (the "Warrant
Shares"), at an exercise price equal to $.40 per share (the "Investor Warrant
Exercise Price"), subject to adjustment in certain circumstances.  The
Investor Warrants are exercisable at any time commencing on the date of
issuance and terminating four years thereafter, subject to an effective
registration statement to be filed with the Securities and Exchange Commission
to cover such exercise (the "Registration Statement").  Commencing one year
after issuance, the Investor Warrants are redeemable, in whole or in part, at
the option of the Registrant, for $0.05 per Investor Warrant on not less than
30 days prior written notice, at any time, provided that (i) the closing bid
price of the Registrant's common stock is at least 200% of the then current
Investor Warrant Exercise Price and the public trading volume of the common
stock is not less than 50,000 shares per day on each of the 20 consecutive
trading days ending within 10 days from the date of the notice of redemption;
and (ii) the Warrant Shares have been registered for public distribution under
the Securities Act of 1933, as amended (the "1933 Act").  The Registrant is
required to file the Registration Statement, at its cost, with the Securities
and Exchange Commission to register the resale of the common stock issued and
those shares underlying the Investor Warrants comprising a portion of the
Units within 30 days of the closing of the Offering or September 30, 2000
(October 2, 2000, because September 30, 2000 falls on a weekend), and to cause
this Registration Statement to be declared effective within 150 days of
closing or the Investor Warrant Exercise Price shall be reduced by $0.05 per
each 30 day delay in the filing or effectiveness of the Registration
Statement.  The Registrant intends to timely file this Registration Statement,
if at all possible; however, no assurance can be given that it will be able to
do so or that once filed, the Securities and Exchange Commission will grant an
effective date within the time allowed to avoid any penalty.  Copies of the
following documents respecting this Offering are attached hereto and
incorporated herein by reference: Confidential Private Placement Memorandum of
the Registrant dated May 18, 2000 (the "Offering Memorandum" [Exhibit No.
99.1]), as amended (the "Offering Memorandum Supplement" [Exhibit 99.2]);
Subscription Agreement (Exhibit 99.4); Investor Questionnaire (Exhibit 99.5);
and the Closing Memorandum (Exhibit 99.3).  See Item 7.

          The Registrant engaged Laidlaw Global Securities, Inc. of New York,
New York ("Laidlaw"), to act as its placement agent (the "Placement Agent") in
connection with the Offering.  The Placement Agency Agreement provided for the
payment of an 8% sales commission on the gross Offering receipts, together
with 2% of the gross receipts for non-accountable expenses, along with
warrants to purchase 10% of the Units sold at an exercise price of $0.001 per
Unit (respectively, the "Placement Agent's Warrant or Warrants" and the
"Placement Agent's Warrant Exercise Price"). The Placement Agent has demand
"registration rights" respecting these Units and the underlying shares of
common stock, and it is anticipated that the shares comprising a portion of
these Units and the shares underlying the Placement Agent's Warrants will be
included in the Registration Statement to be filed. The Registrant was also
required to pay other expenses in connection with the Offering, including
costs of its counsel and counsel for Laidlaw.  See the Closing Memorandum for
an accounting of the receipts and disbursements of the Offering proceeds
(Exhibit 99.3), Item 7.  The Placement Agency Agreement also contained various
mutual representations and warranties and provided for mutual indemnification
of liabilities resulting from misstatements or omissions of the other.  Copies
of the Placement Agency Agreement (Exhibit 1) and the Placement Agent's
Warrant (Exhibit 4.2) are attached hereto and incorporated herein by
reference.  See Item 7.

          As a condition to Laidlaw completing the Offering, certain
stockholders of the Registrant who had been issued shares that had been
registered with the Securities and Exchange Commission on Form S-8 on May 9,
2000 (and as amended on August 31, 2000) as compensation for services rendered
agreed to a lock-up respecting these shares until May 8, 2001.  Copies of
these Lock-Up Agreements are attached hereto and incorporated herein by
reference (Exhibits 99.6, 99.7 and 99.8).  See Item 7.

Item 7.   Financial Statements, Pro Forma Financial Information and
          Exhibits.


Exhibit
Number                   Description
- -------                  -----------

1.       Placement Agency Agreement

4.1      Placement Agent's Warrant

4.2      Investor's Warrant

99.1     Offering Memorandum

99.2     Offering Memorandum Supplement

99.3     Closing Memorandum

99.4     Subscription Agreement

99.5     Investor Questionnaire

99.6     Lock-Up Agreement

99.7     Lock-Up Agreement

99.8     Lock-Up Agreement

99.9     Lock-up Agreement

S-8 Registration Statement*

              *     As filed with the Securities and Exchange
                    Commission on May 9, 2000, and as amended
                    on August 31, 2000, is incorporated herein
                    by reference.

                           SIGNATURES

          Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.

                              SANGUINE CORPORATION

Date: 9/14/00              By:/s/Thomas C. Drees
                              --------------------------------------
                              Thomas C. Drees, Ph.D.
                              CEO, President and Chairman of the Board of
                              Directors


Date: 9/14/00              By:/s/Anthony G. Hargreaves
                              --------------------------------------
                              Anthony G. Hargreaves
                              Vice President, Secretary/Treasurer and Director


Date: 9/15/00              By:/s/David E. Nelson
                              --------------------------------------
                              David E. Nelson
                              CFO and Director


Date: 9/14/00               By:/s/ Edward L. Kunkel, Esq.
                              --------------------------
                              Edward L. Kunkel, Esq.
                              Director

EX-1

                       SANGUINE CORPORATION

    Up to 10,000,000 Units, Each Unit Consisting of Two Shares
of Common Stock and One Redeemable Common Stock Purchase Warrant

                    PLACEMENT AGENCY AGREEMENT


                            May 18, 2000


Laidlaw Global Securities, Inc.
100 Park Avenue
New York, New York 10017

Gentlemen:

         SANGUINE CORPORATION (the "Company") proposes to offer for sale in
a private offering (the "Offering") pursuant to Section 4(2) of the Securities
Act of 1933, as amended (the "Act"), and/or Rule 506 of Regulation D
promulgated thereunder, up to 10,000,000 Units of its securities, each Unit
consisting of two shares of the company's common stock, $.001 par value per
share (the "Shares") and one redeemable common stock purchase warrant (the
"Warrants").  The Units, Shares and Warrants may be referred to herein as the
"Securities".  The Offering shall be made on a "best efforts - all or none"
basis as to 4,000,000 Units (the "Minimum Offering") and on a "best efforts"
basis as to an additional 6,000,000 Units (the "Maximum Offering").  Unless
the Minimum Offering is sold, no Units will be sold and all subscriptions will
be returned to the subscribers without interest or deductions.  This letter
agreement shall confirm our agreement concerning Laidlaw Global Securities,
Inc. acting as our exclusive placement agent (the "Placement Agent" or
"Laidlaw") in connection with the sale of the Units.

         The Company shall prepare and deliver to the Placement Agent
copies of a Confidential Offering Memorandum (the "Offering Memorandum"),
relating to, among other things, the Company, the Units and the terms of the
sale of the Units.  The Offering Memorandum, including any supplements or
amendments thereto together with all exhibits and appendices thereto and
documents delivered therewith, are referred to herein as the "Offering
Documents".  The Offering Memorandum shall be in form satisfactory to the
Placement Agent.

         l.  Appointment of Placement Agent.

         On the basis of the representations and warranties  contained
herein, and subject to the terms and conditions set  forth herein, the Company
hereby appoints Laidlaw Global Securities, Inc. as its Placement Agent and
grants to it the exclusive right to offer, as its agent, the Units pursuant to
the terms of this Agreement.  On the basis of such representations and
warranties, and subject to such conditions, Laidlaw hereby accepts such
appointment and agrees to use its reasonable best efforts to secure
subscriptions to purchase up to 10,000,000 Units.

         2.   Terms of the Offering.

              (a)  The Offering shall consist of up to 10,000,000 Units at
a purchase price equal to $0.50 per Unit with a $250,000 minimum investment
(500,000 Units) (the "Offering").  The terms of the Warrants, included with
each Unit, shall be substantially in the form of Exhibit A annexed hereto. The
Offering shall be made on a "best efforts - all or none" basis as to 1,500,000
Units and on a "best efforts" basis as to an additional 8,500,000 Units.
Unless the Minimum Offering is sold, no Units will be sold and all
subscriptions will be returned to the subscribers without interest or
deductions.

              (b)  Provided that the Company has delivered the Offering
Memorandum to the Placement Agent, the Offering shall commence on or about May
18, 2000 and shall expire at 5:00 p.m., New York time, on July 30, 2000 (the
"Offering Period"), or after all of the Units offered hereby has been
subscribed for, whichever occurs first, unless extended by the Company or the
Placement Agent for up to an additional 30 days (the "Final Closing Date").

              (c)  The Offering shall be made solely to "accredited
investors" (as defined in Rule 501 of Regulation D).  Each prospective
subscriber ("Prospective Investor") who desires to purchase Units shall
deliver to the Placement Agent one copy of a subscription agreement (a
"Subscription Agreement"), in the form annexed to the Offering Memorandum and
immediately available funds in the amount necessary to purchase the number of
Units such Prospective Investor desires to purchase.  The Placement Agent
shall not have  any obligation to independently verify the accuracy or
completeness of any information contained in any Subscription Agreement or the
authenticity, sufficiency, or validity of any check delivered by any
Prospective Investor in payment for the Units.

              (d)  The Company may hold an interim closing of the Offering
at any time (the "Initial Closing") after the Minimum Offering is sold.  The
Company may hold additional interim closings after the Initial Closing
("Interim Closing").  Prior to the Initial Closing the Placement Agent shall
establish a special account (the "Escrow Account") with US Trust Co. of New
York (the "Escrow Agent").  The  Placement Agent may deliver each check
received from a Prospective Investor to the Escrow Agent for deposit in the
Escrow Account in accordance with applicable rules of the National Association
of Securities Dealers, Inc. ("NASD") and shall deliver the executed copies of
the Subscription Agreement received from such Prospective Investor to the
Company or its counsel.  The Company shall notify the Placement Agent promptly
of the acceptance or rejection or any subscription.

              (e)  If subscriptions for the Minimum Offering are not
received from Prospective Investors and accepted by the Company prior to the
expiration of the Offering Period, the Offering shall be canceled, all funds
received and held in the Escrow Account shall be refunded in full without
interest or deduction and this Agreement and the agency created hereby shall
be terminated without any further obligation on the part of either party,
except as provided in Sections 12, 13 and 14 hereof.

              (f)  You may engage other persons selected by you to  assist
you in the Offering (each such broker/dealers  being hereinafter referred to
as a "Selling Group Member") and you may allow such Selling Group Member such
part of the compensation and payment of expenses payable to you under Section
5 hereof as you shall determine.  Any such Selling Group Member shall be a
member firm in good standing as a broker-dealer under the rules of the NASD.
Each Selling Group Member shall be required to agree in writing to comply with
the provisions of this Section 2.  The Company hereby agrees to make such
representations and warranties to, and covenants and agreements with, any
Selling Group Member (including an agreement to indemnify such Selling Group
Member on terms substantially similar to Section 13 hereof) as provided
herein.

         3.   Interim Closings/Final Closing.

              (a)  If subscriptions for the Minimum Offering have been
received in escrow and accepted by the Company prior to the expiration of the
Offering Period, a closing under this Agreement (the "Initial Closing") shall
be held at the offices of the Placement Agent, or such other place as the
parties may agree, as soon as practicable (but not later than five (5)
business days) following the date upon which the Placement Agent and the
Company confirm in writing to each other that subscriptions for the Minimum
Offering have been accepted or at such other place, time, or date as the
Company and you shall agree upon.  The date upon which the Initial Closing is
held shall hereinafter be referred to as the "Initial Closing Date."

              (b)  At any time prior to the expiration of the Offering
Period following the Initial Closing and after receipt in escrow and
acceptance by the Company of subscriptions for the sale of additional Units up
to the Maximum Offering, one or more closings (each an "Interim Closing")
shall take place in the manner herein set forth with respect to the Initial
Closing.  In the event that the Offering Period expires prior to receipt in
escrow and acceptance by the Company of an Interim Closing Amount, a final
closing shall be held at such time regardless of the amount then held in
escrow.  The final Interim Closing to be held in accordance herewith shall be
deemed the "Final Closing" and the date thereof shall be the "Final Closing
Date".  References herein to a "Closing" shall mean the Initial Closing, any
Interim Closing or the Final Closing, as the context requires, and the date
thereof shall be referred to as a "Closing Date."

         4.   Representations and Warranties of the Placement Agent.

              The Placement Agent represents and warrants to the Company
as follows:

              (a)  The Placement Agent is and at all times during the
period from the date hereof to and including each Closing Date will be, a
corporation duly formed and validly existing and in good standing under the
laws of its state of formation, with all requisite power and authority to
execute, deliver and perform this Agreement and to consummate the transaction
contemplated hereby.  This Agreement has been duly authorized, executed and
delivered by the Placement Agent.

              (b)  The Placement Agent is, and at the time of each
closing will be, a member in good standing of the NASD.

              (c)  The Placement Agent agrees to make offers and sales of
Units (i) only in such jurisdictions in which Placement Agent is a registered
broker-dealer or where an applicable exemption from such registration exists;
and (ii) only in accordance with this agreement and in compliance with the
provisions of Rule 506 of Regulation D and applicable state securities laws
(to the extent applicable to Placement Agent) (provided that Laidlaw shall be
entitled to reasonably rely upon the information and statements provided by
the Prospective Investor in the Subscription Agreement), and Placement Agent
will furnish to each investor a copy of the Offering Documents prior to
accepting any subscription for the Units.

         5.   Compensation.

              (a)  If subscriptions for the Minimum Offering are received
in escrow prior to the expiration of the Offering Period and accepted by the
Company, you shall be entitled, on each Closing Date, as compensation for your
services as Placement Agent under this Agreement, to selling commissions equal
to 8% of the gross proceeds received by the Company from the sale of the Units
effected at each Closing; 2% of the gross proceeds from the sale of the Units
effected at each Closing in payment for a non-accountable expense allowance;
and reimbursement of accountable expenses.  Any amounts payable hereunder may
be deducted by you out of the funds received from the sale of the Units and
deposited in the Escrow Account, on each Closing Date.

              (b)  In addition to the compensation payable to the
Placement Agent set forth in clause (a) above, the Company shall sell to the
Placement Agent, at each Closing, warrants to purchase 10% of the Units sold
("Placement Agent Warrants").  The Placement Agent Warrants shall be in the
form of Exhibit B annexed hereto.  The Placement Agent Warrants shall have an
initial exercise price of $.001 per Unit.

         6.   Representations and Warranties of the Company.

              (a)  The Company represents and warrants to, and agrees
with, the Placement Agent that:

                   (i)  The Offering Documents (a) contain, and at all
times during the period from the date hereof to and including the Final
Closing Date, will contain all information required to be contained therein,
if any, pursuant to Rules 502 and 506 of Regulation D and all applicable
federal and/or state securities and "blue sky" laws, and (b) do not, and
during the Offering Period will not, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.  Each contract, agreement,
instrument, lease, license, or other document required to be described in the
Offering Documents shall be, and have been, accurately described therein.

                   (ii)    No Offering Documents or information provided
by the Company to Prospective Investors pursuant to Section 7(g) hereof shall
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
in light of circumstances made therein not misleading.

                   (iii)     The Company has not, directly or
indirectly, solicited any offer to buy or offered to sell any Units or any
other securities of the Company during the twelve- month period ending on the
date hereof except as described in the Offering Documents, and has no present
intention to solicit any offer to buy or to offer to sell any Units or any
other securities of the Company other than pursuant to this Agreement;
provided, however, the Placement Agent agrees that the provisions of this
clause shall not be applicable to any offerings by the Company in  connection
with strategic transactions or under the Company's stock option plan.

                   (iv) The Company is, and at all times during the
period from the date hereof to and including the Final Closing Date will be, a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Nevada, with full corporate power and authority, to own
its properties and assets and to conduct its business as presently conducted
except where the failure to have any of the foregoing would not have a
material adverse effect on the Company's presently conducted business.  As of
the date hereof, the Company is, and at all times during the period from the
date hereof to and including the Final Closing Date, will be duly qualified to
do business and is in good standing in every jurisdiction in which its
ownership, leasing, or use of property and assets or the conduct of its
business makes such qualification necessary, except where the failure to be so
qualified would not have a material adverse effect on the Company's business.

                   (v)  The Company has, as of the date hereof, and
shall have at each closing (except as effected by the transactions
contemplated hereby) an authorized capitalization consisting of 100,000,000
shares of common stock, par value $.001, of which 24,559,323 shares are issued
and outstanding (as of May 18, 2000).  Each issued and outstanding share of
common stock is duly authorized, validly issued, fully paid, and
non-assessable, without any personal liability attaching to the ownership
thereof solely by being such a holder, and except as described in the Offering
Memorandum has not been issued and is not owned or held in violation of any
preemptive rights of stockholders.  Except as described in the Offering
Memorandum there is no commitment, plan, or arrangement to issue, and no
outstanding option, warrant, or other right calling for the issuance of any
share of capital stock of the Company or any security or other instrument
which by its terms is convertible into, exercisable for, or exchangeable for
capital stock of the Company, except as may be properly described in the
Offering Documents or in a schedule hereto.

                   (vi)  As of the date hereof there is no, and as of the
Final Closing Date there shall not be any, litigation, arbitration, claim,
governmental or other proceeding (formal or informal), or investigation
pending or, to the Company's knowledge, threatened with respect to the
Company, or its operations, business, properties, or assets, except as
properly described in the Offering Documents or such as individually or in the
aggregate do not now have and will not in the future have a material adverse
effect upon the financial condition, results of operations, business,
properties, or assets of the Company.  The Company is not now, and as of the
Final Closing Date shall not be, in violation of, or in default with respect
to, any law, rule, regulation, order, judgment, or decree applicable to it,
except as properly described in the Offering Documents or such as individually
or in the aggregate  do not have and will not in the future have a material
adverse effect upon the financial condition, results of operations, business,
properties or assets of the Company; nor is the Company required to take any
action in order to avoid any such violation or default.

                   (vii)  As of the date hereof, the Company has, and at
all times during the period from the date hereof to and including the Final
Closing Date, shall have, good and marketable title to all properties and
assets described in the Offering Documents as owned by it, free and clear of
all liens, other than liens for taxes not yet due and payable, charges,
pledges, mortgages, security interests, and encumbrances, except as may be
properly described in the Offering Documents or such as in the aggregate do
not now have and will not in the future have a material adverse effect
(individually or in aggregate) upon the financial condition, results of
operations, business, properties, or assets of the Company.

                   (viii)  As of the date hereof, the Company is not,
and at all times during the period from the date hereof to and including the
Final Closing Date, shall not be, in violation or breach of, or in default
with respect to complying with any material provision of any material
contract, agreement, instrument, lease, license, arrangement, other than any
such violation or breach which would not have, individually or in the
aggregate, a material adverse effect on the Company's financial condition,
results of operations, business, properties or assets, and each such contract,
agreement, instrument, lease, license, arrangement, and understanding is in
full force and effect and is the legal, valid, and binding obligation of the
parties thereto enforceable as to them in accordance with its terms.  The
Company enjoys peaceful and undisturbed possession under all leases and
licenses under which it is operating as of the date hereof.  As of the date
hereof, the Company is not a party to or bound by any contract, agreement,
instrument, lease, license, arrangement, or understanding, or subject to any
charter or other restriction, which has had or may in the future have a
material adverse effect on the financial condition, results of operations,
business, properties, assets, liabilities, or future prospects of the Company.
The Company is not in violation or breach of, or in default with respect to,
any term of its Certificate of Incorporation or By-Laws.

                   (ix)  There is no right under any patent, patent
application, trademark, trademark application, trade name, service mark,
copyright, franchise, or other intangible property or asset (all of the
foregoing being herein called "Intangibles") necessary to the business of the
Company as presently conducted, except as disclosed in the Offering Documents.
To the knowledge of the Company, there is no Intangible of others  which has
had or may in the future have a materially adverse  effect on the financial
condition, results of operations, business, properties, assets, liabilities,
or future prospects of the Company.

                   (x)  To its best knowledge, the Company has not
infringed, is not infringing, or has not received notice of infringement with
respect to asserted Intangibles of others.  To the best knowledge of the
Company, none of the patents, patent applications, trademarks, service marks,
trade names and copyrights, and licenses and rights to the foregoing presently
owned or held by the Company, if any,  materially infringe upon any like right
of any other person or entity.  The Company (i) owns or has the right to use,
free and clear of all liens, charges, claims, encumbrances, pledges, security
interests, defects or other restrictions of any kind whatsoever, sufficient
patents, trademarks, service marks, trade names, copyrights, licenses and
right with respect to the foregoing, to conduct its business as presently
conducted except as set forth in the Offering Documents, and (ii) except as
set forth in the Offering Documents, is not obligated or under any liability
whatsoever to make any payments by way of royalties, fees or otherwise to any
owner or licensee of, or other claimant to, any patent, trademark, service
mark, trade name, copyright, know-how, technology or other intangible asset,
with respect to the use thereof or in connection with the conduct of its
business as now conducted or otherwise.  The Company has direct ownership of
title to all its Intangibles (including all United States and foreign patent
applications and patents), other proprietary rights, confidential information
and know-how; owns all the rights to its Intangibles as are currently used in
or have potential for use in its business.

                   (xi)  The Company has all requisite corporate power
and authority to execute, deliver, and perform this Agreement and to
consummate the transactions contemplated hereby.  All necessary corporate
proceedings of the Company have been duly taken to authorize the execution,
delivery, and performance by the Company of this Agreement and the
consummation of the transactions contemplated hereby.  This Agreement has been
duly authorized, executed, and delivered by the Company, is a legal, valid,
and binding obligation of the Company, and is enforceable as to the Company in
accordance with its terms.  Assuming the accuracy of the representations and
warranties of the Prospective Investors set forth in the Subscription
Agreements and the representations and warranties of the Placement Agent set
forth herein, no consent, authorization, approval, order, license,
certificate, or permit of or from, or registration, qualification,
declaration, or filing with, any federal, state, local, foreign, or other
governmental authority or any court or other tribunal is required by the
Company for the execution, delivery, or performance by the Company of this
Agreement and the consummation of the transactions contemplated hereby, except
the filing of a Notice of Sales of Securities on Form D pursuant to Regulation
D, and such consents, authorizations, approvals, registrations, and
qualifications as may be required under all applicable federal and/or state
securities or "blue sky" laws in connection with the issuance, sale, and
delivery of the certificates representing the Securities pursuant to this
Agreement.  No consent of any party to any material contract, agreement,
instrument, lease, license, arrangement, or understanding to which the Company
is a party, or to which any of its properties or assets are subject, is
required for the execution, delivery, or performance of this Agreement and the
consummation of the transactions contemplated hereby and thereby, and such
execution, delivery and performance will not violate, result in a breach of,
conflict with, or (with or without the giving of notice or the passage of time
or both) entitle any party to terminate or call a default under any such
contract, agreement, instrument, lease, license, arrangement, or
understanding, violate or result in a breach of any term of the certificate of
incorporation or by-laws of the Company, or assuming the accuracy of the
representations and warranties of the Prospective Investors set forth in the
Subscription Agreements and the representations and warranties of the
Placement Agent set forth herein, violate, result in a breach of, or conflict
with any law, rule, regulation, order, judgment, or decree binding on the
Company or to which any of its operations, businesses, properties, or assets
are subject.

                   (xii)  The Securities when issued and delivered to the
Prospective Investor pursuant to the terms of the Subscription Agreement shall
be duly authorized, validly issued, fully paid and nonassessable, without any
personal liability  attaching to the ownership thereof solely by being such
holder and shall not have been issued in violation of any preemptive rights of
stockholders.

                   (xiii)  Except and to the extent properly
described in or referred to in the Offering Documents (i) no holders of any
securities of the Company or of any options, warrants or other convertible or
exchangeable securities of the Company have the right to include any
securities issued by the Company on any registration statement to be filed by
the Company or to require the Company to file a registration statement under
the Securities Act of 1933, as amended, and (ii) no person or entity holds any
securities of the company which contain anti-dilution rights which will be
effected by the transactions contemplated hereby.

                   (xiv)  During the period commencing on the date hereof
and ending on the Final Closing Date, the Company shall not, without prior
notice to and consent of the Placement Agent (A) issue any securities (except
in connection with a strategic transaction or employee benefit plan) or incur
any liability or obligation, primary or contingent, for borrowed money; (B)
enter into any transaction not in the ordinary course of business; or (C)
declare or pay any dividend on its capital stock.

                   (xv)  Neither the Company nor any of its officers,
directors, or affiliates, has engaged or will engage, directly or indirectly,
in any act or activity that may jeopardize the status of the Offering and sale
of the Securities in an exempt transaction under the Act or under all
applicable federal and/or state securities or "blue sky" laws of any
jurisdiction in which the Securities may be offered or sold.

                   (xvi)  The Company has filed all foreign, federal,
state and local tax returns that are required to be filed or has requested
extensions thereof (except in any case in which the failure so to file would
not have a material adverse effect on the Company), and has paid all taxes
required to be paid by it and any other assessment, fine or penalty levied
against it to the extent that any of the foregoing is due and payable, except
for any such assessment, fine or penalty that is currently being contested in
good faith or as described in or contemplated by the Offering Memorandum.

                   (xvii)  The Company maintains a system of internal
accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.

                   (xviii)  Subsequent to the dates as of which
information is given in the Offering Memorandum, and except as may otherwise
be properly described in the Offering Memorandum, (A) the Company has not,
except in the ordinary course of business, incurred any liability or
obligation, primary or contingent, for borrowed money,(B) there has not been
any material change in the capital stock, short-term debt or long-term debt of
the Company, (C) the Company has not purchased any of its outstanding capital
stock nor declared or paid any dividend or distribution of any kind on its
capital stock, (E) the Company has not sustained any material loss or
interference with its businesses or properties from fire, floor, hurricane,
accident or other calamity, whether or not covered by insurance, or from any
labor dispute or any legal or governmental proceeding, and (F) there has not
been any material adverse change or any development which the Company
reasonably believes could result in a prospective material adverse change, in
the financial condition results of operations, business, properties, assets,
liabilities or future prospects of the Company.

                   (xix)  No labor dispute with the employees of the
Company exists or is threatened or imminent that could result in a material
adverse change in the financial condition, results of operations, business,
properties, assets, liabilities or future prospects of the Company, except as
described in or contemplated by the Memorandum.

                   (xx)  The Company is insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
are prudent and customary in the businesses in which it is engaged; the
Company has not been refused any insurance coverage sought or applied for;
and the Company has no reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from insurers of recognized financial responsibility as may
be necessary to continue its business at a cost that would not materially and
adversely affect the financial condition, results of operations, business,
properties, assets, liabilities or future prospects of the Company, except as
described in or contemplated by the Offering Memorandum.

         7.   Covenants of the Company.

              The Company covenants that it will:

              (a)  Notify you immediately, and confirm such notice in
writing, (i) when any event shall have occurred during the period commencing
on the date hereof and ending on the Final Closing Date, as a result of which
the Offering Documents would include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading, and (ii) of the receipt of any notification with
respect to the modification, rescission, withdrawal, or suspension of the
qualification or registration of the Securities, or of an exemption from such
registration or qualification, in any jurisdiction.  The Company will use its
best efforts to prevent the issuance of any such modification, rescission,
withdrawal, or suspension and if you so request, to obtain the lifting thereof
as promptly as possible.

              (b)  Not make any supplement or amendment to the  Offering
Documents unless such supplement or amendment complies with the  requirements
of the Act and Regulation D and the applicable   federal and/or state
securities and "blue sky" laws and unless you shall have approved of such
supplement or amendment in writing.  If, at any time during the period
commencing on the date hereof and ending on the Final Closing Date, any event
shall have occurred as a result of which the Offering Documents contains any
untrue statement of a material fact or  omits to state any material fact
required to be stated therein or  necessary to make the statements therein not
misleading, or if, in the opinion of counsel to the Company or counsel to the
Placement Agent, it is necessary at any time to supplement or amend the
Documents to comply with the Act, Regulation D, or any applicable securities
or "blue sky" laws, the Company will promptly prepare an appropriate
supplement or amendment (in form and substance satisfactory to you) which will
correct such statement or omission or which will effect such compliance.

              (c)  Deliver without charge to the Placement Agent such
number of copies of the Offering Documents and any supplement or amendment
thereto as may reasonably be requested by the Placement Agent.

              (d)  Not, directly or indirectly, solicit any offer to buy
any Securities, from, or offer to sell to, any person, except  through the
Placement Agent.

              (e)  Use its best efforts to qualify or register the
Securities for offering and sale under, or establish an exemption from  such
qualification or registration under, the securities or "blue  sky" laws of
such jurisdictions as you may reasonably request.  The Company will not
consummate any sale of  Securities in any jurisdiction or in any manner in
which such sale may  not be lawfully made; in this regard the Company shall be
entitled to rely on the Placement Agent's representations herein, and the
representations of Prospective Investors in the Subscription Agreement and on
the blue sky qualifications affected by the Placement Agent's counsel.

              (f)  At all times during the period commencing on the date
hereof and ending on the Final Closing Date, provide to each Prospective
Investor or his Purchaser Representative (as defined in Regulation D), if any,
on request, such information (in addition to that contained in the Offering
Documents) concerning the Offering, the Company and any other relevant
matters, as it possesses or can acquire without unreasonable effort or
expense, and to extend to each Prospective Investor or his Purchaser
Representative, if any, the opportunity to ask questions of, and receive
answers from an officer of the Company concerning the terms and conditions of
the Offering and the business of the Company and to obtain any other
additional information, to the extent it possesses the same or can acquire it
without reasonable effort or expense, as such Prospective Investor or
Purchaser Representative may consider necessary in making an informed
investment decision or in order to verify the accuracy of the information
furnished to such Prospective Investor or Purchaser Representative, as the
case may be.

              (g)  Provide to each Prospective Investor or his Purchaser
Representative any information required to be delivered by Rule 502(b) of
Regulation D.

              (h)  Disclose to each Prospective Investor, in writing, any
material relationship between such Prospective Investor's Purchaser
Representative, if any, or its affiliates, on the one hand, and the Company or
its affiliates, on the other hand,  which, to the knowledge of the Company,
then exists or is understood to be contemplated or has existed at any time
during  the previous two years and any compensation received or to be received
as a result of such relationship.

              (i)  Before accepting any subscription to purchase
Securities from, or making any sale to, any Prospective Investor, have
reasonable grounds to believe and will believe (after making  reasonable
inquiry pursuant to the Subscription Agreements) that (A) such Prospective
Investor meets the  suitability requirements for investing in the Securities
set forth in  the Offering Documents, and (B) such Prospective Investor is an
accredited  investor (as defined in Regulation D).

              (j)  Notify you promptly of the acceptance or rejection of
any subscription. The Company shall not (i) accept subscriptions from, or make
sales of Securities to, any Prospective  Investors who are not, to the
Company's knowledge, accredited investors, or (ii) unreasonably reject any
subscription for Securities.

              (k)  Cooperate with counsel to the Placement Agent in order
to file five copies of a Notice of Sales of Securities on Form D with the
Securities and Exchange Commission  (the "Commission") no later than 15 days
after the first sale of  the Securities and file a final notice on Form D with
the Commission  no later than 30 days after the last sale of Securities.  The
Company  shall file promptly such amendments to such Notice on Form D as
shall become necessary and, as requested by you, shall also comply with any
filing  requirement imposed by the laws of any state or jurisdiction in which
offers and sales are made.

              (l)  Not, directly or indirectly, engage in any act or
activity which may jeopardize the status of the offering and sale of the
Securities as exempt transactions under the Act or under the  securities or
"blue sky" laws of any jurisdiction in which the  Offering may be made.
Without limiting the generality of the  foregoing, and notwithstanding
anything contained herein to the  contrary, the Company shall not, directly or
indirectly, engage in any offering of securities which, if integrated with the
Offering in the manner prescribed by Rule 502(a) of Regulation D and
applicable releases of the Commission, may jeopardize the status of the
offering and sale of the Securities as exempt transactions under Regulation D.

              (m)  Apply the net proceeds from the sale of the Securities
as set forth in the Offering Memorandum.

              (n)  Not, during the period commencing on the date  hereof
and ending on the Final Closing Date, issue any press release or other
communication, or hold any press conference with respect to the Company, its
financial condition, results of operations, business, properties,  assets, or
liabilities, or the Offering, without your prior  written consent, except as
required by applicable securities laws.

         8.  Payment of Expenses.

         The Company hereby agrees to pay all fees, charges, and expenses
incident to the performance by the Company  of its obligations hereunder,
including, without limitation, all  fees, charges, and expenses in connection
with:  (i) the preparation, printing, filing, distribution, and mailing of the
Offering Documents, and all other documents relating to the offering,
purchase, sale, and delivery of the Securities, and any supplements or
amendments thereto, including the cost of all copies thereof; (ii) the
issuance, sale, transfer and delivery of the common Stock, including any
transfer or other taxes payable thereon and the fees of any transfer agent or
registrar; (iii) the issuance, sale, transfer, and delivery of the Securities,
including any transfer or other taxes payable thereon and the fees of any
transfer agent or registrar; (iv) the registration or qualification of the
Securities or the securing of an exemption therefrom under state or foreign
"blue sky" or securities laws, including without limitation, filing fees
payable in the jurisdictions in which such registration or qualification or
exemption therefrom is sought, disbursements in connection therewith, and the
blue sky counsel fees of the counsel for the Placement Agent of $2,500; (v)
filing fees; (vi) the retention of the Escrow Agent, if any, including the
fees and expenses of the Escrow Agent for serving as such and the fees and
expenses of its counsel, if any); and (vii) printing, mailing, travel and
lodging expenses, placement agent's counsel fees (which fees, excluding blue
sky fees, are $25,000 for representation of Placement Agent plus $10,000 for
drafting Company documents, plus disbursements) and other out-of-pocket
expenses incurred by Laidlaw in connection with this offering.  Upon Laidlaw's
request, the Company shall provide funds to pay all such fees, charges,
expenses and disbursements in advance.

         9.   Conditions of Placement Agent's Obligations.

              The  obligations of the Placement Agent pursuant to this
Agreement shall be subject, in its discretion, to the continuing accuracy of
the representations and warranties of the Company contained herein and in each
certificate and document contemplated under this Agreement to be delivered to
the Placement Agent, as of the date hereof and as of each closing, with
respect to the performance by the Company of its obligations hereunder, and to
the following conditions:

              (a)  At each closing, the Placement Agent shall have
received the favorable opinion of Leonard Burningham, Esq., securities counsel
for the Company, dated each closing date, addressed to the Placement Agent,
and in form and scope satisfactory to counsel for the Placement Agent, to the
effect that:

                        (i)  the Company is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of Nevada, with full corporate power and authority to own, lease, license, and
use its properties and assets and to conduct its business in the manner
described in the Documents and is duly qualified to do business and is in good
standing as a foreign corporation in every jurisdiction in which its
ownership, leasing, licensing, or use of property and assets or the conduct of
its business makes such qualification necessary (except where the failure to
so qualify would not have a material adverse effect upon the Company or its
business);

                        (ii)  the Company has, as of the date hereof, an
authorized, and, to such counsel's knowledge, outstanding capitalization as
set forth in the Offering Memorandum.  Each issued and outstanding share of
common stock is validly  authorized, validly issued, fully paid, and
nonassessable, with  no personal liability attaching to the ownership thereof
solely by being such a holder to such counsel's knowledge or as set forth on a
schedule hereto has not been issued and is not owned or held in violation of
any preemptive right of stockholders.  To the best knowledge of such counsel,
there is no commitment, plan, or arrangement to issue, and no outstanding
option, warrant, or other right calling for the issuance of, any share of
capital stock of the Company or any  security or other instrument which by its
terms is convertible  into, exercisable for, or exchangeable for capital stock
of the  Company, except as may be described in the Offering Documents.  To the
best knowledge of such counsel, there is outstanding no  security or other
instrument which by its terms is convertible into or exchangeable for capital
stock of the Company, except as  may be properly described in the Offering
Documents;

                        (iii)  to the best knowledge of such counsel,
there is no litigation, arbitration, claim, governmental or other  proceeding
(formal or informal), or investigation pending or  threatened with respect to
the Company or any of its operations,  businesses, properties, or assets
except as may be  properly described in the Offering Documents, in this
Agreement or in a schedule hereto or such as individually or in the  aggregate
do not now have and will not in the future have a  material adverse effect
upon the operations, business, properties, or assets of the Company or which
could materially adversely affect the transactions or other acts contemplated
by this Agreement or the validity or enforceability of this Agreement;

                        (iv)  counsel has not received written notice,
nor oral communications, that the Company is in violation or breach of, or in
default with  respect to, complying with any provision of any contract,
agreement, instrument, lease, license, arrangement, or understanding known to
such counsel and which is material to the business of the Company;

                        (v)  the Company has all requisite corporate
power and authority to execute and deliver this Agreement and the Subscription
Documents and to consummate the transactions contemplated hereby and thereby.
All necessary corporate proceedings of the Company have been taken to
authorize the execution, delivery, and performance by the Company of this
Agreement, and the Subscription Documents  and the consummation of the
transactions contemplated hereby and thereby.  This Agreement and the
Subscription Documents have been duly authorized, executed, and delivered by
the Company, are the legal, valid, and binding obligation of the Company, and
are enforceable against the Company in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application now or
hereafter in effect relating to or affecting the enforcement of creditors'
right generally and the application of general equitable principles in any
action, legal or equitable and then except, as to those provisions relating to
indemnity or contribution, such opinion shall be limited as effected by any
Federal or state securities laws regarding indemnity and/or contribution;

                        (vi) The Securities conform to all statements
relating thereto contained in the Offering Documents.  The Securities shall be
validly authorized, validly issued, fully paid, and nonassessable, with no
personal liability attaching to the ownership thereof and to such counsel's
knowledge shall not have been issued in violation of any preemptive rights of
stockholders;

                        (vii) assuming the accuracy of the
representations and warranties of the Proposed Investors set forth in the
Subscription Agreements and the representations and warranties of the
Placement Agent set forth herein, the Offering Documents (except that no
opinion need  be expressed as to the financial statements, related schedules,
or other financial data contained therein) comply as to form (specifically
excluding content and substance) in all material respects with the
requirements of the Act and the regulations thereunder.  To the best knowledge
of such counsel, any contract, agreement, instrument, lease, license, or
document described in the Offering Documents has been accurately described
therein;

                        (viii)  counsel has not received any written
notice, or oral communication, of any modification, rescission, suspension, or
withdrawal of registration or qualification of the Securities, or of an
exemption from such registration or qualification, has been issued and no
proceedings for that purpose have been instituted or threatened;

                        (ix)  such counsel's opinion shall also include
a statement to the effect that it has participated in conferences with
officers and other representatives of the Company,  representatives of the
independent public accountants of the Company and representatives of the
Placement Agent at which the contents of the Offering Memorandum were
discussed and, although such counsel is not passing upon and does not assume
responsibility for the accuracy, completeness or fairness of the statements
contained in the Offering Memorandum, on the basis of the foregoing (relying
as to materiality solely upon the opinions of officers and other
representatives of the Company), nothing has come to such counsel's attention
that causes it to believe that the Offering Memorandum as supplemented or
amended at all times up to and including the date of such opinion, contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of circumstances under which they were made, not misleading (it being
understood that such counsel expresses no opinion or belief with respect to
the financial information or statistical data included in the Offering
Documents);

                        (x)  assuming that (i) a proper Form D is filed
in accordance with Rule 503 of Regulation D, (ii) that the offer and the sale
of the Securities by the Placement Agent was made in compliance with Rule 506
of Regulation D and that the Placement Agent's representations and warranties
set forth herein are true and correct, and (iii) that the representations of
the Prospective Investors in the Subscription Agreements signed by them are
true and correct (which facts will not be independently verified by such
counsel), the sale of Securities in the Offering is exempt from registration
under the Securities Act of 1933 and is in compliance with Regulation D;

                        (xi)  neither the execution and delivery of this
Agreement, nor the compliance with the terms hereof will (i) conflict with,
result in a breach of, or constitute a default under the Articles or
Certificate of Incorporation or By-Laws of the Company, or, to the best of
such counsel's knowledge, any material contract, instrument, agreement or
document to which the Company is a party, or by which the assets or properties
of the Company are bound; or (ii) to the best knowledge of such counsel, have
any material adverse effect on any permit, certification, registration,
approval, consent, license or franchise ( necessary for the Company to own or
lease and operate any of its properties and to conduct its business or the
ability of the Company to make use thereof as described in the Offering
Documents;

                        (xii)  counsel has not been advised that there
are material licenses, permits, certificates, registrations, approvals or
consents of any governmental agency, commission, board, instrumentality or
department that are required to be obtained by the Company in order to conduct
its business as conducted at the date hereof which have not been so obtained
and the failure to so obtain which would have a material adverse effect on the
Company's business;

                        (xiii)  to the best of such counsel's knowledge
and except as disclosed in the Offering Documents, the issuance of the
Securities will not give any holder of any of the Company's outstanding
options, warrants or other convertible securities or rights to purchase shares
of the Company's common stock or other or additional preferred stock.

                        In rendering such opinion, counsel for the
Company may rely (A) as to matters of fact, to the extent they deem proper, on
certificates of responsible officers of the Company; and (B) to  the extent
they deem proper, upon written statements or certificates of officers of
departments of various jurisdictions  having custody of documents respecting
the corporate existence or  good standing of the Company, provided that copies
of any such  statements or certificates shall be delivered to counsel for the
Placement Agent.

              (b)  On or prior to the Initial Closing date the Placement
Agent shall have been furnished such information, documents, certificates, and
opinions as it may reasonably require for the  purpose of enabling it to
review the matters referred to in Section 6, and in order to evidence the
accuracy, completeness, or satisfaction of any of the representations,
warranties, covenants, agreements, or conditions herein contained, or as it
may otherwise reasonably request.

              (c)  At each closing, the Placement Agent shall have
received a certificate of the chief executive officer and of the chief
financial officer of the Company, dated the applicable closing date to the
effect that, as of the date of this Agreement and as of the applicable closing
date the representations and warranties of the Company  contained herein were
and are accurate, and that as of the closing date the obligations to be
performed by the Company hereunder on or prior thereto have been fully
performed.

              (d)  All proceedings taken in connection with the  issuance,
sale, and delivery of the Securities shall be satisfactory in form and
substance to you and your counsel.

              (e)  There shall not have occurred after the date hereof, at
any time prior to each closing:  (A) any domestic or international event, act,
or occurrence which has materially disrupted, or in your opinion will in the
immediate future materially disrupt the securities  markets; (B) a general
suspension of, or a general limitation on  prices for, trading in securities
on the Nasdaq SmallCap Market or the over-the-counter market; (C) any banking
moratorium declared by a  state or federal authority; (D) any material
interruption in the mail service or other means of communication within the
United States; (E) any material adverse change in the business, properties,
assets, results of operations, or financial condition of the Company; or (F)
any change in the market for securities in general or in political, financial,
or economic conditions which, in your judgment, makes it inadvisable to
proceed with the offering, sale, and delivery of the Securities.

              (f)  As a condition of Closing, the Company must provide the
Placement Agent with an agreement signed by each holder of any of the
Company's securities, other than the Securities offered in the Offering,
included in any registration statement at any time during the period
commencing May 5, 2000 and ending one year from the date of the Final Closing
providing that each such holder agree not sell the securities included in such
registration statement for one year from the date of the Offering Memorandum.

    Any certificate or other document signed by any officer of the Company
and delivered to you or to your counsel at a Closing shall be deemed a
representation and warranty by the Company hereunder as  to the statements
made therein.  If any condition to your obligations hereunder has not been
fulfilled as and when required  to be so fulfilled, you may terminate this
Agreement or, if you so elect, in writing waive any such conditions which have
not  been fulfilled or extend the time for their fulfillment.  In the  event
that you elect to terminate this Agreement, you shall  notify the Company of
such election in writing.  Upon such  termination, neither party shall have
any further liability or  obligation to the other except as provided in
Section 10 hereof.

         10.  Termination.

              (a) Neither party shall have any liability or continuing
obligation to the other upon termination of this agreement prior to the sale
of the Minimum Offering except that, regardless of which party elects to
terminate, (i) the Company agrees to reimburse Laidlaw for, or otherwise pay
and bear, the expenses and fees to be paid and borne by the Company as
provided for in paragraph 8 above and to reimburse Laidlaw for the full amount
of its actual out-of-pocket expenses (which shall include, without limitation,
the fees and disbursements of Laidlaw's counsel, travel and lodging expenses,
mailing, printing and reproduction expenses, and any expenses reasonably
incurred by Laidlaw in conducting its due diligence) less amounts previously
paid to Laidlaw in reimbursement for such expenses and the advance against the
non-accountable expense allowance delivered upon the execution of this
Agreement; provided further, that in the event the Company terminates this
agreement prior to the consummation of the Offering, and within one year from
the date of such termination, consummates any financing, merger, acquisition
or like transaction introduced to, or considered by, the Company, during the
term hereof, Laidlaw shall be entitled to receive (i) 8% of the aggregate
amount of such financing; or (ii)  $100,000 in the event of a merger or
acquisition or similar transaction.

              The Placement Agent shall have the right to terminate this
Agreement: (i) if any calamitous domestic or international event or act or
occurrence has materially disrupted, or in the Underwriter's commercially
reasonable opinion will in the immediate future materially disrupt general
securities markets in the United States; or (ii) if trading on the New York
Stock Exchange, the American Stock Exchange, or in the over-the-counter market
shall have been suspended or minimum or maximum prices for trading shall have
been fixed, or maximum ranges for prices for securities shall have been
required on the over-the-counter market by the NASD or by order of the
Commission or any other government authority having jurisdiction; or (iii) if
the United States shall have become involved in a war or major hostilities; or
(iv) if a banking moratorium has been declared by a New York State or federal
authority; or (v) if a moratorium in foreign exchange trading has been
declared; or if the Company shall have sustained a material loss, whether or
not insured, by reason of fire, flood, accident or other calamity; or (vi) if
there shall have been such material adverse change in the conditions or
prospects of the Company,  (vii) if there shall have been such material
adverse change in general economic, political or financial conditions as in
the Placement Agent's judgment would make it inadvisable or impracticable to
proceed with the Offering, sale or delivery of the Securities.

         11.            Right of First Refusal.

              The Company agrees that if Units are sold in the Offering,
Laidlaw shall have an irrevocable preferential right for a period of three
years from the date the Offering is completed to purchase for its account or
to sell for the account of the Company, or any subsidiary of or successor to
the Company, or any of its stockholders owning at least five percent of the
capital stock of the Company (determined in accordance with Regulation 13d-3)
who are also affiliates of the Company on the date hereof (the "Principal
Stockholders") any securities of the Company or any such subsidiary or
successor which the Company, any such subsidiary or successor or any of its
Principal Stockholders may seek to sell through an underwriter, placement
agent or broker-dealer whether pursuant to registration under the Act or
otherwise. The Company, any such subsidiary or successor and its Principal
Stockholders will consult Laidlaw with regard to any such offering and will
offer Laidlaw the opportunity to purchase or sell any such securities on terms
not more favorable to the Company, any such subsidiary or successor or its
Principal Stockholders than it or they can secure elsewhere. If Laidlaw fails
to accept such offer within 20 business days after the mailing of a notice
containing such offer by registered mail addressed to Laidlaw (5 business days
in the event the offer covers a sale under Rule 144), then Laidlaw shall have
no further claim or right with respect to the financing proposal contained in
such notice. If, however, the terms of such proposal are subsequently modified
in any material respect, the preferential right referred to herein shall apply
to such modified proposal as if the original proposal had not been made.
Laidlaw's failure to exercise its preferential right with respect to any
particular proposal shall not affect its preferential rights relative to
future proposals.  In addition, the Company agrees that if its Units are sold
in the Offering, the Company shall not issue any securities for a period of 12
months from the Final Closing without Laidlaw's approval, which shall not be
unreasonably withheld, except (i) options granted under the Company's existing
stock option plans, not to exceed an amount to be agreed upon in writing by
Laidlaw and the Company, and (ii) shares issuable upon the conversion or
exercise of  derivative securities outstanding on the date of the Final
Closing.

         12.  Solicitation Prohibition.

              The Company agrees that, for a period of three (3) years
from the date hereof, it shall not solicit any offer to buy from or offer to
sell to any person introduced to the Company by the Placement Agent in
connection with the Offering, directly or indirectly, any securities of the
Company or of any other entity, or provide the name of any such person to any
other securities broker or dealer or selling agent. In the event that the
Company or any of its affiliates, directly or indirectly, solicits, offers to
buy from or offers to sell to any such person any such securities, or provides
the name of any such person to any other securities broker or dealer or
selling agent, and such person purchases such securities or purchases
securities from any other securities broker or dealer or selling agent, the
Company shall pay to the Placement Agent an amount equal to 10% of the
aggregate purchase price of the securities so purchased by such person.

         13.  Indemnification and Contribution.

         (a)  The Company,  agrees to indemnify and hold harmless the
Placement Agent, its officers, directors, partners, employees, agents, and
counsel, and each person, if any, who  controls the Placement Agent within the
meaning of Section l5 of  the Act or Section 20(a) of the Securities Exchange
Act of l934,  as amended (the "Exchange Act"), against any and all losses,
claims, damages, obligations, penalties, judgments, settlements, awards,
liabilities, costs, expenses and disbursements (and any and all actions,
suits, proceedings and investigations in respect thereof and any and all legal
and other costs, expenses and disbursements in giving testimony or furnishing
documents in response to a subpoena or otherwise), including, without
limitation, the costs, expenses and disbursements, as and when incurred, of
investigating, preparing or defending any such action, suit, proceeding or
investigation (whether or not in connection with litigation in which the
Placement Agent is a party), directly or indirectly, caused by, relating to,
based upon, arising out of, or in connection with (a) any untrue statement or
alleged untrue statement of a material fact contained in, or omissions from
the Offering Documents, including any amendment thereof or supplement thereto,
or similar statements or omissions in or from any other information furnished
by the Company to the Placement Agent or any prospective purchaser of the
Securities in the Offering; (b) violations or breaches of any representation,
warranty, covenant or agreement contained or incorporated in the Agreement or
in any instrument, document, agreement or certificate delivered by the Company
to the Placement   Agent or any prospective purchaser of the Securities in the
Offering; (c) the Placement Agent's acting for the Company, including, without
limitation, any act or omission by the Placement Agent in connection with its
acceptance of or the performance or non-performance of its obligations under
the Agreement; and (d) the Offering. The Company also agrees that the
Placement Agent shall not have any liability (whether direct or indirect, in
contract or tort or otherwise) to the Company for or in connection with the
engagement of the Placement Agent, (i) except as provided below with respect
to the Placement Agent's obligations to indemnify to the Company; and (ii)
where such loss has been judicially determined to be solely due to the
Placement Agent's gross negligence or willful misconduct.

         These indemnification provisions shall be in addition to any
liability which the Company may otherwise have to the Placement Agent or the
persons indemnified below in this sentence and shall extend to the following:
the Placement Agent, its affiliated entities, partners, employees, legal
counsel, agents and controlling persons (within the meaning of the federal
securities laws), and the officers, directors, employees, legal counsel,
agents and controlling persons of any of them. All references to the Placement
Agent in these indemnification provisions shall be understood to include any
and all of the foregoing.

         If any action, suit, proceeding or investigation is commenced, as
to which the Placement Agent proposes to demand indemnification, it shall
notify the Company with reasonable promptness (provided, however, that any
failure by the Placement Agent to notify the Company shall not relieve the
Company from its obligations hereunder), and the Company shall have the right
to assume the defense of such action. The Placement Agent shall have the right
to retain counsel of its own choice to represent it, but the fees and expenses
of such counsel shall be at its expense unless the employment of such counsel
shall have been authorized in writing by the Company in connection with the
defense of such action or the Company shall not have promptly employed counsel
reasonably satisfactory to the Placement Agent to have charge of the defense
of such action or the Placement Agent shall have reasonably concluded that
there may be one or more legal defenses available to it which are different
from or additional to those available to the Company, in any of which events
such fees and expenses shall be borne by the Company.   Any such counsel of
the Placement Agent shall, to the extent consistent with its professional
responsibilities, cooperate with the Company and any counsel designated by the
Company. In no event shall the indemnifying parties be liable for fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. The Company
shall not, without the prior written consent of the Placement Agent, settle or
compromise any claim, or permit a default or consent to the entry of any
judgment in respect thereof, unless such settlement, compromise or consent
includes, as a unconditional term thereof, the giving by the claimant to the
Placement Agent of an unconditional release from all liability in respect of
such claim.   Anything in this Section 13 to the contrary notwithstanding, an
indemnifying party shall not be liable for any settlement of any claim or
action effected without its written consent; provided however, that such
consent was not unreasonably withheld.

              (b)  The Placement Agent,  agrees to indemnify and hold
harmless the Company,  its officers, directors, partners, employees, agents,
and counsel, and each person, if any, who control the Company within the
meaning of Section l5 of  the Act or Section 20(a) of the Exchange Act, to the
same extent as the foregoing indemnity from the Company to the Placement
Agent, but only with respect to statements, if any, made in the Confidential
Offering Memorandum, or any amendment or supplement thereto, in reliance upon
and in conformity with written information furnished to the Company by the
Placement Agent concerning the Placement Agent expressly for inclusion in the
Confidential Offering Memorandum, or any amendment or supplement thereto and
violations or breaches of any representation, warranty, covenant or agreement
contained or incorporated in the Agreement, provided, however, that the
Placement Agent's obligations to provide indemnification hereunder shall be
limited to the fees actually received by the Placement Agent pursuant to this
Agreement. If any action shall be brought against the Company in respect of
which indemnification may be sought against the Placement Agent pursuant
hereto, the Placement Agent shall have the rights and duties given to the
Company above, and the Company shall have the rights and duties so given to
the Placement Agent.

              (c)  To provide for just and equitable contribution, if  (i)
an indemnified party makes a claim for indemnification  pursuant to Section
12(a) or 12(b) but it is found in a final  judicial determination, not subject
to further appeal, that such  indemnification may not be enforced in such
case, even though  this Agreement expressly provides for indemnification in
such  case, or (ii) any indemnified or indemnifying party seeks contribution
under the Act, the Exchange Act, or otherwise, then the Company (including for
this purpose any contribution made by  or on behalf of any officer, director,
employee, agent, or  counsel of the Company, or any controlling person of the
Company), on the one hand, and the Placement Agent (including for  this
purpose any contribution by or on behalf of an indemnified  party), on the
other hand, shall contribute to the losses,  liabilities, claims, damages, and
expenses whatsoever to which  any of them may be subject, in such proportions
as are appropriate to reflect the relative benefits received by the Company,
on the one hand, and the Placement Agent, on the other hand; provided,
however, that if applicable law does not permit such allocation, then other
relevant equitable considerations such as the relative fault of the Company
and the Placement Agent in connection with the facts which resulted in such
losses, liabilities, claims, damages, and expenses shall also be considered.
The relative benefits received by the Company, on the one hand, and the
Placement Agent, on the other hand, shall  be deemed to be in the same
proportion as (x) the total proceeds  from the Offering (net of compensation
payable to the Placement  Agent pursuant to Section 5 hereof but before
deducting  expenses) received by the Company, and (y) the compensation
received by the Placement Agent pursuant to Section 5 hereof.

              The relative fault, in the case of an untrue statement,
alleged untrue statement, omission, or alleged omission, shall be  determined
by, among other things, whether such statement,  alleged statement, omission,
or alleged omission relates to  information supplied by the Company or by the
Placement Agent,  and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement, alleged
statement, omission, or alleged omission.  The Company and the Placement Agent
agree that it would be unjust and inequitable if the respective obligations of
the Company and the Placement Agent for contribution were determined by pro
rata or per capita allocation of the aggregate losses, liabilities,  claims,
damages, and expenses or by any other method of allocation that does not
reflect the equitable considerations referred to in this Section 13(c).  In no
case shall the Placement Agent by responsible for a portion of the
contribution obligation in excess of the compensation received by it pursuant
to Section 5 hereof.  No person guilty of a fraudulent misrepresentation shall
be entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation.  For purposes of this Section 13(c), each
person, if any, who controls the Placement Agent within the meaning of Section
l5 of the Act or Section 20(a) of the Exchange Act and each officer, director,
partners, employee, agent, and counsel of the Placement Agent, shall have the
same rights to contribution as the Placement Agent, and each person, if any,
who controls the Company within the meaning of Section l5 of the Act or
Section 20(a) of the Exchange Act and each officer, director, employee, agent,
and counsel of the Company, shall have the same rights to contribution as the
Company, subject in each case to the provisions of this Section 13(c).
Anything in this Section 13(c)  to the contrary notwithstanding, no party
shall be liable for  contribution with respect to the settlement of any claim
or action effected without its written consent.  This Section l3(c) is
intended to supersede any right to contribution under the Act, the Exchange
Act, or otherwise.

         14.  Representations and Agreements to Survive Delivery.

         All representations, warranties, covenants, and agreements
contained in this Agreement shall be deemed to be representations, warranties,
covenants, and agreements at the  Closing Date and, such representations,
warranties, covenants, and agreements, including the indemnification and
contribution agreements contained in Section 13, shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
the Placement Agent or any indemnified person, or by  or on behalf of the
Company or any person or entity which is entitled to be indemnified under
Section 13(b), and shall survive  termination of this Agreement or the
issuance, sale, and delivery  of the Securities.  In addition, notwithstanding
any election hereunder or any termination of this Agreement, and whether or
not the terms of this Agreement are otherwise carried out, the provisions of
Sections 12, 13 and 14 shall survive termination of this Agreement and shall
not be affected in any way by such election or termination or failure to carry
out the terms of this Agreement or any part thereof.

         15.  Notices.

              All communications hereunder, except as  may be otherwise
specifically provided herein, shall be in writing and, if sent to the
Placement Agent, shall be mailed, delivered, or faxed and confirmed by letter,
to Laidlaw Global Securities, Inc., 100 Park Avenue, New York, New York 10017,
Attention: Harrit Jolly, with a copy to Goldstein & DiGioia LLP, 369 Lexington
Avenue, New York, New York  10017, Attention: Victor DiGioia, Esq.; or if sent
to the Company, shall be mailed, delivered or faxed and confirmed by letter,
to Sanguine Corporation, 101 East Green Street, #11, Pasadena, California
91105, Attention: Dr. Thomas Drees, President.  All notices hereunder shall be
effective upon receipt by the party to which it is addressed.

         16.  Parties.

              This Agreement shall inure solely to the  benefit of, and
shall be binding upon, the Placement Agent and the Company and the persons and
entities referred to in Section 13 who are entitled to indemnification or
contribution, and their respective successors, legal representatives, and
assigns (which  shall not include any purchaser, as such, of Securities), and
no other  person shall have or be construed to have any legal or equitable
right remedy, or claim under or in respect of or by virtue of this Agreement
or any provision herein contained.

         17.  Governing Law/Construction/Jurisdiction.

              (a)  This Agreement shall be construed in accordance with
the laws of the State of New York, without giving effect to conflict of laws.

              (b)    The Company (a) agrees that any legal suit, action or
proceeding arising out of or relating to this Agreement shall be instituted
exclusively in New York State Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York, (b) waives
any objection which the Company may have now or hereafter to the venue of any
such suit, action or proceeding, and (c) irrevocably consents to the
jurisdiction of the New York State Supreme Court, County of New York and the
United States District Court for the Southern District of New York in any such
suit, action or procedure.  Each of the Company and the Placement Agent
further agrees to accept and acknowledge service of any and all process which
may be served in any suit, action or proceeding in the New York State Supreme
Court for the Southern District of New York, and agrees that service of
process upon the Company mailed by certified mail (Return Receipt Requested)
to the Company's address shall be deemed in every respect effective service of
process upon the company in any such suit, action or proceeding. In the event
of litigation between the parties arising hereunder, the prevailing party
shall be entitled to costs and reasonable attorney's fees.

         18.  Counterparts.

              This Agreement may be executed in counterparts, each of
which shall constitute an original and all of which, when taken together,
shall constitute one agreement.

         If the foregoing correctly sets forth the understanding between
us, please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement among us.


                                  Very truly yours,

                                  SANGUINE CORPORATION



                                  By:_____________________________
                                     Name:
                                  Title:

Accepted as of the date
first above written:

LAIDLAW GLOBAL SECURITIES, INC.


By:______________________________
Name:
Title:

EX-4.1

                 LAIDLAW GLOBAL SECURITIES, INC.

                               AND

                       SANGUINE CORPORATION


                      PLACEMENT AGENT'S UNIT
                    PURCHASE WARRANT AGREEMENT


                   Dated as of August 29, 2000

    PLACEMENT AGENT'S UNIT PURCHASE WARRANT AGREEMENT dated as of  August
29, 2000 between LAIDLAW GLOBAL SECURITIES, INC., a Delaware corporation (the
"Placement Agent") and SANGUINE CORPORATION, a Nevada corporation (the
"Company").

                      W I T N E S S E T H :

    WHEREAS, the Placement Agent agreed, pursuant to the placement agency
agreement (the "Placement Agency Agreement") effective as of May 18, 2000
between the Placement Agent and the Company, to sell on behalf of the Company
in a private offering (the "Offering") pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Act"), and/or Rule 506 of Regulation
D promulgated under the Act, an aggregate of not less than 1,500,000 and not
more than 10,000,000 Units ("Units"), each Unit comprised of (i) two shares
(the "Unit Shares") of common stock, par value $.001 per share ("Common
Stock"), of the Company; and (ii) one redeemable common stock purchase warrant
(the "Unit Warrants") to purchase one share of Common Stock at an exercise
price of $.40 per share subject to adjustment under certain conditions as more
fully described in the form of investor warrant annexed to the offering
memorandum dated May 18, 2000 (the "Unit Warrant Shares"); and

    WHEREAS, the Company proposes to issue to the Placement Agent unit
purchase warrants ("Warrants") to purchase up to an aggregate of such number
of Units of the Company as shall equal ten (10%) per cent of the Units sold in
the Offering; and

    WHEREAS, the Warrants to be issued pursuant to this Agreement will be
issued on each closing date of the Offering (the "Closing Date") by the
Company to the Placement Agent in consideration for, and as part of the
compensation in connection with the Offering;

    NOW, THEREFORE, in consideration of the premises, the agreements herein
set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

    1.   Grant.  The Holder is hereby granted the right to purchase, at any
time from the date hereof until 5:30 P.M., New York time, until
, 2004 (the "Warrant Exercise Term"), up to an aggregate of         (the
"Warrant Units") at an exercise price of $.001 per Unit, subject to the terms
and conditions of this Agreement.

    2.   Warrant Certificates. The warrant certificates representing the
Warrants(the "Warrant Certificates") delivered and to be delivered pursuant to
this Agreement shall be in the form set forth in Exhibit A, attached hereto
and made a part hereof, with such appropriate insertions, omissions,
substitutions, and other variations as required or permitted by this
Agreement.

    3.   Exercise of Warrant

    3.1  The Warrants are exercisable at an exercise price of $.001 per
Unit payable either by certified or official bank check in New York Clearing
House funds to the order of the Company, or through a cashless exercise as
provided in Section 3.2. Upon surrender of a Warrant Certificate with the
annexed Form of Election to Purchase duly executed, together with payment of
the Excercise Price (as hereinafter defined) for the Warrant Units purchased,
at the Company's principal offices (currently located at Sanguine Corporation,
101 East Green Street, #11, Pasadena, CA 91105, the registered holder of a
Warrant Certificate ("Holder" or "Holders") shall be entitled to receive a
certificate or certificates for the Unit Shares and Unit Warrants so
purchased. The purchase rights represented by each Warrant Certificate are
exercisable at the option of the Holder thereof, in whole or in part. In the
case of the purchase of less than all the Warrant Units purchasable under any
Warrant Certificate, the Company shall cancel said Warrant Certificate upon
the surrender thereof and shall execute and deliver a new Warrant Certificate
of like tenor for the balance of the Warrant Units purchasable thereunder.

    3.2  Cashless Exercise.  At any time during the Warrant Exercise Term,
the Holder may, at its option, exchange the Warrants represented by such
Holder's Warrant Certificate, in whole or in part (a "Warrant Exchange"), into
the number of fully paid and non-assessable Warrant Units determined in
accordance with this Section 3.2, by surrendering such Warrant certificate at
the principal office of the Company or at the office of its transfer agent,
accompanied by a notice stating such Holder's intent to effect such exchange,
the number of Warrants (the "Total Unit Number") to be exchanged and the date
on which the Holder requests that such Warrant Exchange occurs (the "Notice of
Exchange").  The Warrant Exchange shall take place on the date specified in
the Notice of Exchange, or, if later, the date the Notice of Exchange is
received by the Company (the "Exchange Date").  The Notice of Exchange may be
delivered to the Company by the Holder by mail, overnight courier or by
telecopier.  Certificates for the Warrant Units issuable upon such Warrant
Exchange and, if applicable, a new Warrant Certificate of like tenor
evidencing the balance of the Warrant Units remaining subject to the Holder's
Warrant certificate, shall be issued as of the Exchange Date and delivered to
the Holder within three (3) days following the Exchange Date.  In connection
with any Warrant Exchange, the Holder's Warrant certificate shall represent
the right to subscribe for and acquire the number of Warrant Units (rounded to
the next highest integer) equal to (A) the Total Unit Number less (B) the
number of Warrant Units equal to the quotient obtained by dividing (i) the
product of the Total Unit Number and the then current Exercise Price per
Warrant Unit by (ii) the current Unit Market Price (as hereafter defined).

         As used herein, the phrase "Unit Market Price" shall be deemed the
"Market Price", as herein defined, of the Warrant Securities, as defined in
Section 4 below.  The "Market Price" at any date shall be deemed to be the
last reported sale price, or, in case no such reported sale takes place on
such day, the average of the last reported sale prices for the preceding
trading day, in either case as officially reported by the principal securities
exchange on which the Company's Common Stock and/or the Warrants, as the case
may be,  are listed or admitted to trading or as reported in the Nasdaq
National Market System, or, if the Common Stock and/or the Unit Warrants are
not listed or admitted to trading on any national securities exchange or
quoted on the Nasdaq National Market System, the last reported sale price as
furnished by the National Association of Securities Dealers, Inc. through
Nasdaq or similar organization if Nasdaq is no longer reporting such
information, or if the Common Stock and/or the Unit Warrants are not quoted on
Nasdaq, as determined in good faith by resolution of the Board of Directors of
the Company, based on the best information available to it for the day
immediately preceding the Exchange Date.

    4. Issuance of Certificates. Upon the exercise of the Warrants, the
issuance of certificates for Unit Shares, Unit Warrants and/or other
securities, properties or rights underlying such Warrants (collectively called
the "Warrant Securities"), shall be made forthwith (and in any event within
three (3) business days thereafter) without charge to the Holder thereof
including, without limitation, any tax which may be payable in respect of the
issuance thereof, and such certificates shall (subject to the provisions of
Section 5 hereof) be issued in the name of, or in such names as may be
directed by, the Holder thereof; provided, however, that the Company shall not
be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any such certificates in a name other
than that of the Holder and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has
been paid.

    The Warrant Certificates (and/or other securities, property or rights
issuable upon the exercise of the Warrants) shall be executed on behalf of the
Company by the manual or facsimile signature of the then present Chairman or
Vice Chairman of the Board of Directors or President or Vice President of the
Company under its corporate seal reproduced thereon, attested to by the manual
or facsimile signature of the then present Secretary or Assistant Secretary of
the Company. Warrant Certificates shall be dated the date of execution by the
Company upon initial issuance, division, exchange, substitution or transfer.

    5.   Restriction on Transfer of Warrants.

         Upon exercise, in part or in whole, of the Warrants, certificates
representing the Warrant Securities, shall bear a legend substantially similar
to the legend set forth in Section 7.1.

         The Holder of a Warrant Certificate, by its acceptance thereof,
covenants and agrees that the Warrants are being acquired as an investment and
not with a view to the distribution thereof.

    6. Exercise Price.  The exercise price ("Exercise Price") of each
Warrant shall be $.001 per Unit.

    7. Registration Rights.

    7.1 Registration Under the Securities Act of 1933.  The Warrants and the
Warrant Securities have not been registered under the Securities Act of 1933,
as amended (the "Act").  Upon exercise, in part or in whole, of the Warrants,
certificates representing the Warrant Securities shall bear the following
legend:

    The securities represented by this certificate have not been
    registered under the Securities Act of 1933, as amended ("Act"),
    and may not be offered or sold except pursuant to (i) an effective
    registration statement under the Act, (ii) to the extent
    applicable, Rule 144 under the Act (or any similar rule under such
    Act relating to the disposition of securities), or (iii) an
    opinion of counsel, if such opinion shall be reasonably
    satisfactory to counsel to the issuer, that an exemption from
    registration under such Act is available.

    7.2 Piggyback Registration.

    (a) Registerable Securities.  As used herein the term "Registerable
Security" means each of the Warrants and the Warrant Securities, and the
shares of Common Stock underlying the Unit Warrants (the "Unit Warrant
Shares"), and any securities issued upon any stock split or stock dividend in
respect of such Warrant Securities and/or Unit Warrant Shares; provided,
however, that with respect to any particular Registerable Security, such
security shall cease to be a Registerable Security when, as of the date of
determination; (i) it has been effectively registered under the Securities Act
and disposed of pursuant thereto; (ii) registration under the Securities Act
is no longer required for subsequent public distribution of such security; or
(iii) it has ceased to be outstanding.  The term "Registerable Securities"
means any and/or all of the securities falling within the foregoing definition
of a "Registerable Security."  In the event of any merger, reorganization,
consolidation, recapitalization or other change in corporate structure
affecting the common Stock, such adjustment shall be made in the definition of
"Registerable Security" as is appropriate in order to prevent any dilution of
the rights granted pursuant to this Article 7 as determined in good faith by
the Board of Directors;

    (b) If, at any time, the Company proposes to register any of its
securities under the Act (other than pursuant to a Form S-8, or successor
form, or in connection with a merger or acquisition pursuant to Form S-4, or
successor form) it will give written notice by registered mail, at least
thirty (30) days prior to the filing of each such registration statement, to
each of the Placement Agent and to all other Holders of the Registerable
Securities (as hereinafter defined).  If any of the Placement Agent or other
Holders of the Registerable Securities notifies the Company (a "Requesting
Holder") within twenty (20) days after receipt of the notice of its desire to
include any such Registrable Securities in the proposed registration
statement, the Company shall afford each Requesting Holder the opportunity to
have any such Registerable Securities registered under such registration
statement; provided, however, that if, in the written opinion of the Company's
managing underwriter, if any, for such offering, the inclusion of all or a
portion of the Registrable Securities requested to be registered, when added
to the securities being registered by the Company or any selling
shareholder(s), will exceed the maximum amount of the Company's securities
which can be marketed (i) at a price reasonably related to their then current
market value, or (ii) without otherwise materially adversely affecting the
entire offering, then the Company may exclude from any offering which includes
only securities to be sold by the Company, all or a portion of the Registrable
Securities which the managing underwriter states in writing will materially
and adversely affect the offering it has been requested to register; provided,
however, that any Registrable Securities so excluded shall nevertheless be
registered to be sold in a separate prospectus as long as the Registered
Holder agrees not to publicly sell such Registrable Securities, without the
consent of the Underwriter for a period of six months from the effective date
of the Registration Statement.  If securities are proposed to be offered for
sale pursuant to such Registration Statement by other security holders of the
Company and the total number of securities to be offered by the Requesting
Holders and such other selling security holders is required to be reduced
pursuant to a request from the managing underwriter (which request shall be
made only for the reasons and in the manner set forth above) the aggregate
number of Registrable Securities to be offered by Requesting Holders pursuant
to such Registration Statement shall equal the number which bears the same
ratio to the maximum number of securities that the underwriter believes may be
included for all the selling security holders (including the Requesting
Holders) as the original number of Registrable securities proposed to be sold
by the Requesting Holders bears to the total original number of securities
proposed to be offered by the Requesting Holders and the other selling
security holders;  provided, however, that any Registrable Securities so
excluded shall nevertheless be registered to be sold in a separate prospectus
as long as the Registered Holder agrees not to publicly sell such Registrable
Securities, without the consent of the Underwriter for a period of six months
from the effective date of the Registration Statement.

    (c)  Notwithstanding the provisions of this Section 7.2, the Company
shall have the right at any time after it shall have given written notice
pursuant to this Section 7.2 (irrespective of whether a written request for
inclusion of any such securities shall have been made) to elect not to file
any such proposed registration statement, or to withdraw the same after the
filing but prior to the effective date thereof.

    7.3 Demand Registration.

    (a) At any time the Registrable Securities are outstanding, the Holders
representing a "Majority" (as hereinafter defined) of the Registrable
Securities (assuming the exercise of all of the Warrants) shall have the right
(which right is in addition to the registration rights under Section 7.2
hereof), exercisable by written notice to the Company (the "Demand
Registration Request"), to have the Company prepare and file with the
Commission, on one occasion, a registration statement and such other
documents, including a prospectus, as may be necessary in the opinion of both
counsel for the Company and counsel for the Placement Agent and such Holders,
in order to comply with the provisions of the Act, so as to permit a public
offering and sale of their respective Registrable Securities for nine (9)
consecutive months by such Holders.

    (b) The Company covenants and agrees to give written notice of any
Demand Registration Request to all other registered Holders of Registrable
Securities within ten (10) days from the date of the Company's receipt of any
such Demand Registration Request.  Such notice shall state that the holders
have the right to have their Registrable Securities included in such
Registration Statement; provided that they notify the Company in writing
within ten (10) business days after receipt of such notice.  After receiving
notice from the Company as provided within Section 7.3(b), holders of
Registrable Securities may request the Company to include their Registrable
Securities in the Registration Statement to be filed pursuant to Section
7.3(a) hereof by notifying the Company of their decision to have such
securities included within ten (10) business days of their receipt of the
Company's notice.

    (c) Notwithstanding anything to the contrary contained herein, if the
Company shall not have filed a registration statement for the Registrable
Securities within the time period specified in Section 7.4(a) hereof pursuant
to the written notice specified in Section 7.3(a) of a Majority of the Holders
of the Warrants and/or Warrant Securities, the Company agrees that upon the
written notice of election of a Majority of the Holders of the Warrants and/or
Warrant Securities it shall repurchase (i) any and all Warrant Securities at
the higher of the Market Price per share of Common Stock on (x) the date of
the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period
specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price
less the exercise prices of such Warrant. Such repurchase shall be in
immediately available funds and shall close within two (2) days after the
later of (i) the expiration of the period specified in Section 7.4(a) or (ii)
the delivery of the written notice of election specified in this
Section7.3(c).

    7.4 Covenants of the Company With Respect to Registration. In connection
with any registration under Section 7.2 or 7.3 hereof, the Company covenants
and agrees as follows:

    (a) In connection with any registration under Section 7.3 hereof, the
Company shall file a registration statement as expeditiously as possible, but
in any event no later than sixty (60) days following receipt of any demand
therefor, shall use its best efforts to have any registration statement
declared effective at the earliest possible time, and shall furnish each
Holder of Registrable Securities such number of prospectuses as shall
reasonably be requested; provided, however, that the obligations under this
Section 7.4(a) are contingent upon the holders of the Registrable Securities
otherwise complying with their obligations under this Agreement.

    (b) The Company shall pay all costs (excluding fees and expenses of
Holder(s) counsel and any underwriting or selling commissions), fees and
expenses in connection with all registration statements filed pursuant to
Sections 7.2 and 7.3(a) hereof including, without limitation, the Company's
legal and accounting fees, printing expenses, blue sky fees and expenses. If
the Company shall fail to comply with the provisions of Section 7.4(a), the
Company shall, in addition to any other equitable or other relief available to
the Holder(s), be liable for any or all incidental, special and consequential
damages and damages due to loss of profit sustained by the Holder(s)
requesting registration of their Warrant Securities.

    (c) The Company will take all necessary action which may be required in
qualifying or registering the Registrable Securities included in a
registration statement, for offering and sale under the securities or blue sky
laws of such states as reasonably are requested by the Holder(s), provided
that the Company shall not be obligated to execute or file any general consent
to service of process or to qualify as a foreign corporation to do business
under the laws of any such jurisdiction.

    (d) The Company shall indemnify any holders of the Registrable
Securities to be sold pursuant to any registration statement and each person,
if any, who controls such holders within the meaning of Section 15 of the Act
or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), against all loss, claim, damage, expense or liability (including all
expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act,
the Exchange Act or otherwise, arising from such registration statement but
only to the same extent and with the same effect as the provisions pursuant to
which the Company has agreed to indemnify the Placement Agent as provided by
the Placement Agency Agreement dated May 18, 2000.

    (e) Any Holder of Registrable Securities to be sold pursuant to a
registration statement, and their successors and assigns, shall severally, and
not jointly, indemnify the Company, its officers and directors and each
person, if any, who controls the Company within the meaning of Section 15 of
the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage
or expense or liability (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such holders, or their
successors or assigns, for specific inclusion in such registration statement
to the same extent and with the same effect as the provisions contained in
Paragraph 12 of the Placement Agency Agreement pursuant to which the Placement
Agent has agreed to indemnify the Company.

    (f) Nothing contained in this Agreement shall be construed as requiring
any holder to exercise its Warrants prior to the initial filing of any
registration statement or the effectiveness thereof.

    (g)  The Company shall use its best efforts not to permit the inclusion
of any securities other than the Registrable Securities to be included in any
registration statement filed pursuant to Section 7.3 hereof, or permit any
other registration statement to be or remain effective during the
effectiveness of a registration statement filed pursuant to Section 7.3
hereof, without the prior written consent of the Holders of the Registrable
Securities representing a majority of such securities. In the event the
Company is required to include securities other than the Registrable
Securities in a registration statement filed under Section 7.3, the Holders
shall be entitled to one additional right to demand the preparation and filing
of a registration under Section 7.3

    (h) The Company shall furnish to each Holder participating in the
offering and to each underwriter, if any, a signed counterpart, addressed to
such Holder or underwriter, of (i) an opinion of counsel to the Company, dated
the effective date of such registration statement (and, if such registration
includes an underwritten public offering, an opinion dated the date of the
closing under the underwriting agreement), and (ii) a "cold comfort" letter
dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, a letter dated the date
of the closing under the underwriting agreement) signed by the independent
public accountants who have issued a report on the Company's financial
statements included in such registration statement, in each case covering
substantially the same matters with respect to such registration statement
(and the prospectus included therein) and, in the case of such accountants'
letter, with respect to events subsequent to the date of such financial
statements, as are customarily covered in opinions of issuer's counsel and in
accountants' letters delivered to underwriters in underwritten public
offerings of securities.

    (i) The Company as soon as practicable, but in any event not later than
45 days after the end of the 12-month period beginning on the day after the
end of the fiscal quarter of the Company during which the effective date of
the Registration Statement occurs (90 days in the event that the end of such
fiscal quarter is the end of the Company's fiscal year), shall make generally
available to its security holders, in the manner specified in Rule 158(b) of
the Rules and Regulations, and to the Placement Agent, an earnings statement
which will be in the detail required by, and will otherwise comply with, the
provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and
Regulations, which statement need not be audited unless required by the Act,
covering a period of at least 12 consecutive months after the effective date
of the Registration Statement.

    (j) The Company shall deliver promptly to each Holder participating in
the offering requesting the correspondence and memoranda described below and
the managing underwriters copies of all correspondence between the Commission
and the Company, its counsel or auditors and all memoranda relating to
discussions with the Commission or its staff with respect to the registration
statement and permit each Holder and underwriters to do such investigation,
upon reasonable advance notice, with respect to information contained in or
omitted from the registration statement as it deems reasonably necessary to
comply with applicable securities laws or rules of the National Association of
Securities Dealers, Inc. ("NASD"). Such investigation shall include access to
books, records and properties and opportunities to discuss the business of the
Company with its officers and independent auditors, all to such reasonable
extent and at such reasonable times and as often as any such Holder shall
reasonably request.

    (k) The Company shall enter into an underwriting agreement with the
managing underwriters selected for such underwriting by Holders holding a
Majority of the Warrant Securities requested to be included in such
underwriting. Such agreement shall be satisfactory in form and substance to
the Company, each Holder and such managing underwriters, and shall contain
such representations, warranties and covenants by the Company and such other
terms as are customarily contained in agreements of that type used by the
managing underwriter.

    The Holders shall be parties to any underwriting agreement relating to
an underwritten sale of their Warrant Securities and may, at their option,
require that any or all the representations, warranties and covenants of the
Company to or for the benefit of such underwriters shall also be made to and
for the benefit of such Holders. Such Holders shall not be required to make
any representations or warranties to or agreements with the Company or the
underwriters except as they may relate to such Holders and their intended
methods of distribution.

    (1) For purposes of this Agreement, the term "Majority" in reference to
the Holders of Warrants or Warrant Securities, shall mean in excess of fifty
percent (50%) of the then outstanding Warrants or Warrant Securities that (i)
are not held by the Company, an affiliate, officer, creditor, employee or
agent thereof or any of their respective affiliates, members of their family,
persons acting as nominees or in conjunction therewith or (ii) have not been
resold to the public pursuant to a registration statement filed with the
Commission under the Act.

    8. Merger or Consolidation. In case of any consolidation of the Company
with, or merger of the Company into, another corporation (other than a
consolidation or merger in which the Company is the surviving corporation and
which does not result in any reclassification or change of the outstanding
shares of Common Stock), the resulting corporation formed by such
consolidation or merger shall execute and deliver to the Holder a supplemental
warrant agreement providing that the holder of each Warrant then outstanding
shall have the right thereafter (until the expiration of such Warrant) to
receive, upon exercise of such Warrant, the kind and amount of shares of stock
and other securities and property receivable upon such consolidation or
merger, as if the Holders were the owners of the Warrant Securities
immediately prior to such consolidation or merger.  This subsection shall
similarly apply to successive consolidations or mergers.

    9. Definition of Common Stock. For the purpose of this Agreement, the
term "Common Stock" shall mean (i) the class of stock designated as Common
Stock in the Certificate of Incorporation of the Company as may be amended as
of the date hereof, or (ii) any other class of stock resulting from successive
changes or reclassifications of such Common Stock, consisting solely of
changes in par value, or from par value to no par value, or from no par value
to par value. In the event that the Company shall after the date hereof issue
securities with greater or superior voting rights than the shares of Common
Stock outstanding as of the date hereof, the Holder, at its option, may
receive upon exercise of any Warrant either shares of Common Stock or a like
number of such securities with greater or superior voting rights.

    10. Stock Splits, Dividends and Other Distributions.

    (a)Subdivision and Combination. In case the Company shall at any time
subdivide or combine the outstanding shares of Common Stock, the number of
shares of Common Stock comprising a Unit shall forthwith be proportionately
increased in the case of subdivision or decreased in the-case of combination,
and the exercise price shall be proportionately decreased in the case of
subdivision or  increased in the-case of combination.

    (b) Dividends and Other Distributions. In the event that the Company
shall at any time prior to the exercise of all Warrants declare a dividend
(other than a dividend consisting solely of shares of Common Stock) or
otherwise distribute to its stockholders any assets, property, rights,
evidences of indebtedness, securities (other than shares of Common Stock),
whether issued by the Company or by another person or entity, or any other
thing of value, the Holders of the unexercised Warrants shall thereafter be
entitled, in addition to the shares of Common Stock or other securities and
property receivable upon the exercise thereof, to receive, upon the exercise
of such Warrants, the same property, assets, rights, evidences of
indebtedness, securities or any other thing of value that they would have been
entitled to receive at the time of such dividend or distribution as if the
Warrants had been exercised immediately prior to such dividend or
distribution. At the time of any such dividend or distribution, the Company
shall make appropriate reserves to ensure the timely performance of the
provisions of this Section 10.

    11. Exchange and Replacement of Warrant Certificates. Each Warrant
Certificate is exchangeable without expense, upon the surrender thereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Securities in such denominations
as shall be designated by the Holder thereof at the time of such surrender.

    Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of any Warrant Certificate, and, in
case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable
expenses incidental thereto, and upon surrender and cancellation of the
Warrants, if mutilated, the Company will make and deliver a new Warrant
Certificate of like tenor, in lieu thereof.

    12. Elimination of Fractional Interests.  The Company shall not be
required to issue certificates representing fractions of shares of Common
Stock upon the exercise of the Warrants, nor shall it be required to issue
scrip or pay cash in lieu of fractional interests, it being the intent of the
parties that all fractional interests shall be eliminated by rounding any
fraction up to the nearest whole number of shares of Common Stock or other
securities, properties or rights.

    13. Reservation and Listing of Securities. The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock,
solely for the purpose of issuance upon the exercise of the Warrants, such
number of shares of Common Stock or other securities, properties or rights as
shall be issuable upon the exercise thereof. The Company covenants and agrees
that, upon exercise of the Warrants and payment of the Exercise Price
therefor, all shares of Common Stock and other securities issuable upon such
exercise shall be duly and validly issued, fully paid, non-assessable and not
subject to the preemptive rights of any stockholder. As long as the Warrants
shall be outstanding, the Company shall use its best efforts to cause all
shares of Common Stock issuable upon the exercise of the Warrants to be listed
(subject to official notice of issuance) on all securities exchanges on which
the Company's Common Stock may then be listed and/or quoted on the Nasdaq
Stock Market.

    14. Notices to Warrant Holders. Nothing contained in this Agreement
shall be construed as conferring upon the Holders the right to vote or to
consent or to receive notice as a stockholder in respect of any meetings of
stockholders for the election of directors or any other matter, or as having
any rights whatsoever as a stockholder of the Company. If, however, at any
time prior to the expiration of the Warrants and their exercise, any of the
following events shall occur:

         (a) the Company shall take a record of the holders of its shares
    of Common Stock for the purpose of entitling them to receive a dividend
    or distribution payable otherwise than in cash, or a cash dividend or
    distribution payable otherwise than out of current or retained earnings,
    as indicated by the accounting treatment of such dividend or
    distribution on the books of the Company; or

         (b) the Company shall offer to all the holders of its Common Stock
    any additional shares of capital stock of the Company or securities
    convertible into or exchangeable for shares of capital stock of the
    Company, or any option, right or warrant to subscribe therefor; or

         (c) a dissolution, liquidation or winding up of the Company (other
    than in connection with a consolidation or merger) or a sale of all or
    substantially all of its property assets and business as an entirety
    shall be proposed; then, in any one or more of said events the Company
    shall give a written notice of such event at least fifteen (15) days
    prior to the date fixed as a record date or the date of closing the
    transfer books for the determination of the stockholders entitled to
    such dividend, distribution, convertible or exchangeable securities or
    subscription rights, or entitled to vote on such proposed dissolution,
    liquidation, winding up or sale.  Such notice shall specify such record
    date or the date of closing the transfer books, as the case may be.
    Failure to give such notice or any defect therein shall not affect the
    validity of any action taken in connection with the declaration or
    payment of any such dividend, or the issuance of any convertible or
    exchangeable securities, or subscription rights, options or warrants, or
    any proposed dissolution, liquidation, winding up or sale.

    15. Notices.

    All notices requests, consents and other communications hereunder shall
be in writing and shall be deemed to have been duly made and received when
delivered, or mailed by registered or certified mail, return receipt
requested:

         (a) If to a registered Holder of the Warrants, to the address of
    such Holder as shown on the books of the Company; or

         (b) If to the Company, to the address set forth in Section 3
    hereof or to such other address as the Company may designate by notice
    to the Holders.

    16. Supplements and Amendments. The Company and the Placement Agent may
from time to time supplement or amend this Agreement without the approval of
any Holders of the Warrant and/or Warrant Securities (other than the Placement
Agent) in order to cure any ambiguity, to correct or supplement any provision
contained herein which may be defective or inconsistent with any provisions
herein, or to make any other provisions in regard to matters or questions
arising hereunder which the Company and the Placement Agent may deem necessary
or desirable and which the Company and the Placement Agent deem shall not
adversely affect the interests of the Holders of Warrant Certificates.

    17. Successors. All the covenants and provisions of this Agreement shall
be binding upon and inure to the benefit of the Company, the Holders and their
respective successors and assigns hereunder.

    18. Termination. This Agreement shall terminate at the close of business
on         , 2004.  Notwithstanding the foregoing, this Agreement will
terminate on any earlier date when all Warrants have been exercised and all
Unit Warrant and Warrant Shares have been resold to the public.

    19. Governing Law: Submission to Jurisdiction. This Agreement and each
Warrant Certificate issued hereunder shall be deemed to be a contract made
under the laws of the State of New York and for all purposes shall be
construed in accordance with the laws of said State without giving effect to
the rules of said State governing the conflicts of laws.

    The Company, and the Holders hereby agree that any action, proceeding or
claim against it arising out of, or relating in any way to, this Agreement
shall be brought and enforced in the courts of the State of New York or of the
United States of America for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Company, and the Holders hereby irrevocably waive any objection
to such exclusive jurisdiction or inconvenient forum. Any such process or
summons to be served upon any of the Company, and the Holders (at the option
of the party bringing such action, proceeding or claim) may be served by
transmitting a copy thereof, by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in
Section 15 hereof. Such mailing shall be deemed personal service and shall be
legal and binding upon the party so served in any action, proceeding or claim.
The Company, the Placement Agent and the Holders agree that the prevailing
party(ies) in any such action or proceeding shall be entitled to recover from
the other party(ies) all of its/their reasonable legal costs and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.

    20. Entire Agreement: Modification. This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof and may not be modified or amended except by a writing duly signed by
the holders of 60% of the Registrable Securities, the Placement Agent or the
party against whom enforcement of the modification or amendment is sought.

    21. Severability. If any provision of this Agreement shall be held to be
invalid or unenforceable, such invalidity or nonenforceability shall not
affect any other provision of this Agreement.

    22. Captions. The caption headings of the Sections of this Agreement are
for convenience of reference only and are not intended, nor should they be
construed as, a part of this Agreement and shall be given no substantive
effect.

    23. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company and the
Holders and any other registered Holder(s) of the Warrant Certificates or
Warrant Securities any legal or equitable right, remedy or claim under this
Agreement; and this Agreement shall be for the sole and exclusive benefit of
the Company and the Holder(s) of the Warrant Certificates or Warrant
Securities.

    24. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and
the same instrument.

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
 [SEAL]                           SANGUINE CORPORATION



                                  By:
Attest:                                    Name:
                                 Title:

Secretary



                             LAIDLAW GLOBAL SECURITIES, INC.


                             By: __________________________
                                 Name:
                                 Title:
>
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

                     EXERCISABLE ON OR BEFORE
             5:30 P.M., NEW YORK TIME,         , 2004

No. PAW-                                       _________ Warrants

                     UNIT WARRANT CERTIFICATE

    This Unit Warrant Certificate certifies that  _________________, or
registered assigns, is the registered holder of ______ Warrants to purchase
initially, at any time from the date hereof until 5:30 p.m. New York time on
     , 2004 ("Expiration Date"), up to _____ Units of SANGUINE CORPORATION, a
Nevada corporation (the "Company"), each Unit consisting of two fully-paid and
non-assessable share of common stock, par value $.001 per share ("Common
Stock") of the Company,  and one Redeemable Common Stock Purchase Warrant of
the Company, at the exercise price (the "Exercise Price") of $.001 per Unit
upon surrender of this Warrant Certificate and payment of the Exercise Price
at an office or agency of the Company, but subject to the conditions set forth
herein and in the warrant agreement dated as of August 29, 2000 between the
Company and LAIDLAW GLOBAL SECURITIES, INC., (the "Warrant Agreement").
Payment of the Exercise Price shall be made by certified or official bank
check in New York Clearing House funds payable to the order of the Company.

    No Warrant may be exercised after 5:30 p.m., New York time, on the
Expiration Date, at which time all Placement Agent's Warrants evidenced
hereby, unless exercised prior thereto, hereby shall thereafter be void.

    The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants pursuant to the Placement Agent's Unit Purchase
Warrant Agreement, which Warrant Agreement is hereby incorporated by reference
in and made a part of this instrument and is hereby referred to for a
description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Company and the holders (the words "holders" or
"holder" meaning the registered holders or registered holder) of the Warrants.

    Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like
number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided herein and in the
Placement Agent's Unit Warrant Purchase Agreement, without any charge except
for any tax or other governmental charge imposed in connection with such
transfer.

    Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such numbered unexercised Warrants.

    The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.

    All terms used in this Warrant Certificate which are defined in the
Placement Agent's Unit Warrant Purchase Agreement shall have the meanings
assigned to them in the Placement Agent's Unit Warrant Purchase Agreement.

    IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

Dated as of August 29, 2000

[SEAL]                       SANGUINE CORPORATION

Attest:
                             By
                                  Name:
                                  Title:

Secretary

                  [FORM OF ELECTION TO PURCHASE]



     The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase            Units and
herewith tenders in payment for such securities a certified or official bank
check payable in New York Clearing House Funds to the order of SANGUINE
CORPORATION in the amount of $            , all in accordance with the terms
hereof.  The undersigned requests that a certificate for such securities be
registered in the name of                           whose address is
                                              and that such Certificate be
delivered to                             whose address is
                      .

Dated:

                         Signature
                         (Signature must conform in all respects to
                         name of holder as specified on the face of
                         the Warrant Certificate.)




                         Insert Social Security or Other
                         Identifying Number of Holder)

                   [FORM OF NOTICE OF EXCHANGE]



     The undersigned hereby irrevocably elects to exchange the right,
represented by this Warrant Certificate, to purchase _________ Units of
Warrant Securities effective on ___________ (Date of Exchange      ) all in
accordance with the terms hereof.  The undersigned requests that a certificate
for such securities be registered in the name of
whose address is                                               and that such
Certificate be delivered to                             whose address is
                                     .

Dated:

                         Signature
                         (Signature must conform in all respects to
                         name of holder as specified on the face of
                         the Warrant Certificate.)




                         Insert Social Security or Other
                         Identifying Number of Holder)


                         ASSIGNMENT FORM

The Holder hereby assigns and transfers unto

Name ______________________________________________________________
     (Please typewrite or print in block letters)

Address ___________________________________________________________
        ___________________________________________________________


the right to purchase Common Stock of _____________ represented by this
Warrant to the extent of _______________ shares of Common Stock as to which
such right is exercisable and does hereby irrevocably constitute and appoint
________________________________ Attorney, to transfer the same on the books
of _____________ with full power of substitution in the premises.


Date: ___________________, 2000


                         ______________________________
                         Name of Registered Holder



                         ______________________________
                         Signature



                         ______________________________
                         Signature, if held jointly

EX-4.2

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON THE DELIVERY BY
THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO
COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT IS AVAILABLE.


Dated: August _____, 2000


No. IW-___                                        ______ Warrants


                       SANGUINE CORPORATION

                  COMMON STOCK PURCHASE WARRANT

This warrant certificate (the "Warrant Certificate") certifies that
______________ or registered assigns, is the registered holder of warrants to
purchase up to _____ fully-paid and non-assessable shares, subject to
adjustment in accordance with Article 6 hereof (the "Warrant Shares"), of the
common stock (the "Common Stock"), par value $.001 per share, of SANGUINE
CORPORATION, a Nevada corporation (the "Company"), subject to the terms and
conditions set forth herein.  The warrants represented by this Warrant
Certificate and any warrants resulting from a transfer or subdivision of the
warrants represented by this Warrant Certificate shall sometimes hereinafter
be referred to, individually, as a "Warrant" and, collectively, as the
"Warrants."  This Warrant Certificate is one of a series of Warrant
Certificates being issued as part of a private offering (the "Offering") of
Units consisting of two shares of Common Stock (the "Shares") and one Warrant
pursuant to the Company's Confidential Private Offering Memorandum, dated May
18, 2000.

          1.   Exercise Period; Exercise Price; Exercise of Warrants.

          1.1. Exercise Period.  This Warrant is exercisable at any time from
the date hereof until 5:00 p.m. California time on _______, 2004. The Warrants
may be exercised in whole or in part.  Unless exercised, the Warrants will
automatically expire on the last business day of  _______, 2004.

          1.2. Initial and Adjusted Exercise Price.  The initial exercise
price (the "Exercise Price") of this Warrant is $.40 per share.  In the event
that the Company fails either to (i) cause a registration covering the public
sale of the Shares, Warrants and Warrant Shares (the "Registration Statement")
to be filed under the Act 30 days after the final closing of the Offering (the
"Final Closing"), or (ii) cause the Registration to become effective 150 days
after the Final Closing, then the Exercise Price of the Warrants shall be
reduced at the rate of $.05 for every 30 day delay, or part thereof, in the
effectiveness of the Registration Statement, but in no event shall the
exercise price be reduced less than $.001 per share.  The Company shall keep
the Registration Statement current and effective until 30 days after the
termination of the exercise period of the Warrants.

          1.3. Method of Exercise. The rights represented by this Warrant are
exercisable upon the terms and conditions set forth herein at the option of
the Holder in whole at any time and in part from time to time.  The Exercise
Price shall be payable in cash, by wire transfer or by certified check to the
order of the Company, or any combination of cash, wire transfer or certified
check.  Upon surrender of this Warrant Certificate with the annexed Form of
Election to Purchase duly executed, together with payment of the Exercise
Price (as hereinafter defined) for the Warrant Shares purchased, at the
Company's principal offices (presently located at 101 East Green Street, Suite
11, Pasadena, CA 91105) the registered holder of the Warrant Certificate
("Holder" or "Holders") shall be entitled to receive a certificate or
certificates for the Warrant Shares so purchased.  The purchase rights
represented by this Warrant Certificate are exercisable at the option of the
Holder hereof, in whole or in part (but not as to fractional shares of Common
Stock).  In the case of the purchase of less than all the Warrant Shares
purchasable under this Warrant Certificate, the Company shall cancel this
Warrant Certificate upon the surrender thereof and shall execute and deliver a
new Warrant Certificate of like tenor for the balance of the Warrant Shares
purchasable hereunder.

          2.   Issuance of Certificates.    Upon the exercise of the Warrants,
the issuance of certificates for the Warrant Shares purchased pursuant to such
exercise shall be made forthwith (and in any event within five business days
thereafter) without charge to the Holder thereof including, without
limitation, any tax which may be payable in respect of the initial issuance
thereof, and such certificates shall (subject to the provisions of Article 3
hereof) be issued in the name of, or in such names as may be directed by, the
Holder thereof; provided, however, that the Company shall not be required to
pay any tax which may be payable in respect of any transfer involved in the
issuance and delivery of any such certificates in a name other than that of
the Holder and the Company shall not be required to issue or deliver such
certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid and
shall have established to the satisfaction of the Company that such transfer
is in compliance with all applicable securities laws.

          The Warrant Certificates and, upon exercise of the Warrants, the
certificates representing the Warrant Shares shall be executed on behalf of
the Company by the manual or facsimile signature of those officers required to
sign such certificates under applicable law.

          3.   Restriction on Transfer of Warrants.

          3.1. Agreement that Warrant Acquired for Investment. The Holder of
this Warrant Certificate, by its acceptance thereof, covenants and agrees that
the Warrants and the Warrant Shares issuable upon exercise of the Warrants are
being acquired as an investment and not with a view to the distribution
thereof.  The Holder also understands that neither the Warrants nor the
Warrant Shares have been registered under the Securities Act of 1933, as
amended (the "Act").

          Neither this Warrant nor any Warrant Share may be offered for sale
or sold, or otherwise transferred or disposed of in any transaction which
would constitute a sale thereof within the meaning of the Securities Act of
1933, as amended (the "Act"), unless (i) such security has been registered for
sale under the Act and registered or qualified under applicable state
securities laws relating to the offer and sale of securities, or (ii)
exemptions from the registration requirements of the Act and the registration
or qualification requirements of all such state securities laws are available
and the Company shall have received an opinion of counsel satisfactory to the
Company that the proposed sale or other disposition of such securities may be
effected without registration under the Act and would not result in any
violation of any applicable state securities laws, such counsel and such
opinion to be reasonably satisfactory to the Company.

          3.2. Legend Requirement. This Warrant Certificate and, upon exercise
of the Warrants, in part or in whole, certificates representing the Warrant
Shares shall bear a legend substantially similar to the following:

          "The securities represented by this certificate have not been
          registered under the Securities Act of 1933, as amended ("Act"), and
          may not be offered or sold except (i) pursuant to an effective
          registration statement under the Act or (ii) upon the delivery by
          the holder to the Company of an opinion of counsel, reasonably
          satisfactory to counsel to the Company, stating that an exemption
          from registration under such Act is available."

          4.   Registration Rights.  The holders of the Warrants and Warrant
Shares have certain registration rights as set forth in Section 7 of a certain
subscription agreement (the "Subscription Agreement') of even date by and
between each subscriber to the Offering and the Company. The terms of Section
7 of the Subscription Agreement are hereby incorporated by reference.

          5.   Redemptions of Warrants. Commencing one year after
issuance, the Warrants are redeemable, in whole or in part, at the option of
the Company, for $.05 per Warrant on not less than thirty nor more than sixty
days prior written notice, provided that (i) On each of the 20 consecutive
trading days ending within 10 days of the date of the notice of redemption the
closing bid price of the Company's Common Stock is at least 200% of the then
current exercise price and the trading volume of the Common Stock is not less
than 50,000 shares per day; and (ii) the Warrant Shares have been registered
for public distribution under the Securities Act.

          If any Warrant Holder does not wish to exercise any Warrant being
redeemed, he should mail such Warrant to the Company at its principal offices
after receiving the Notice of Redemption required by this Section 5. If such
Notice of Redemption shall have been so mailed, and if on or before the
Effective Date of the Notice all funds necessary to pay for redemption of all
Warrants then outstanding shall have been set aside by the Company for the
benefit of all Warrant Holders so as to be and continue to be available
therefor, then, on and after said Redemption Date, notwithstanding that any
Warrant subject to redemption shall not have been surrendered for redemption,
the obligation evidenced by all Warrants not surrendered for redemption or
effectively exercised shall be deemed no longer outstanding, and all rights
with respect thereto shall forthwith cease and terminate, except only the
right of the holder of each Warrant subject to redemption to receive the
Redemption Price for each share of Common Stock to which he would be entitled
if he exercised the Warrant upon receiving notice of redemption of the Warrant
subject to redemption held by him.

          6.   Adjustments of Exercise Price and Number of Warrant Shares.

          6.1. Dividends and Distributions.  In case the Company shall at any
time after the date hereof pay a dividend in Common Stock or make a
distribution in Common Stock, then upon such dividend or distribution, the
Exercise Price in effect immediately prior to such dividend or distribution
shall be reduced to a price determined by dividing an amount equal to the
total number of shares of Common Stock outstanding immediately prior to such
dividend or distribution multiplied by the Exercise Price in effect
immediately prior to such dividend or distribution, by the total number of
shares of Common Stock outstanding immediately after such issuance or sale.
No adjustments shall be made for any cash dividends on shares issuable upon
exercise of the Warrants. For purposes of any computation to be made in
accordance with the provisions of this Section 6.1, the shares of Common Stock
issuable by way of dividend or distribution shall be deemed to have been
issued immediately after the opening of business on the date following the
date fixed for determination of stockholders entitled to receive such dividend
or distribution.

          6.2. Subdivision and Combination.  In case the Company shall at any
time subdivide or combine the outstanding Common Stock, the Exercise Price
shall forthwith be proportionately decreased on the effective date of any
subdivision or increased on the effective date of any combination.

          6.3. Reclassification, Consolidation, Merger. etc.  In case of any
reclassification or change of the outstanding Common Stock (other than a
change in par value to no par value, or from no par value to par value, or as
a result of a subdivision or combination), or in the case of any consolidation
of the Company with, or merger of the Company into, another corporation (other
than a consolidation or merger in which the Company is the surviving
corporation and which does not result in any reclassification or change of the
outstanding Common Stock, except a change as a result of a subdivision or
combination of such shares or a change in nominal value, as aforesaid), or in
the case of a sale or conveyance to another corporation of the property of the
Company as an entirety, the Holder shall thereafter have the right to purchase
the kind and number of shares of stock and other securities and property
receivable upon such reclassification, change, consolidation, merger, sale or
conveyance as if the Holder were the owner of the Warrant Shares issuable upon
exercise of the Warrants immediately prior to any such events at a price equal
to the product of (x) the number of Warrant Shares issuable upon exercise of
the Warrants and (y) the Exercise Price in effect immediately prior to the
record date for such reclassification, change, consolidation, merger, sale or
conveyance as if such Holder had exercised the Warrants.

          6.4. Determination of Outstanding Shares.  The number of the shares
of Common Stock at any one time outstanding shall include the aggregate number
of shares issued or issuable upon the exercise of outstanding options, rights,
warrants and upon the conversion or exchange of outstanding convertible or
exchangeable securities.

          7.   Exchange and Replacement of Warrant Certificates.  This Warrant
Certificate is exchangeable without expense, upon the surrender hereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Shares in such denominations as
shall be designated by the Holder thereof at the time of such surrender.

          Upon receipt by the Company of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant Certificate,
and, in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it, and reimbursement to the Company of all
reasonable expenses incidental thereto, and upon surrender and cancellation of
the Warrants, if mutilated, the Company will make and deliver a new Warrant of
like tenor, in lieu thereof and any such lost, stolen, destroyed or mutilated
warrant shall thereupon become void.

          8.   Elimination of Fractional Interests.   The Company shall not
be required to issue certificates representing fractions of the shares of
Common Stock and shall not be required to issue scrip or pay cash in lieu of
fractional interests, it being the intent of the parties that all fractional
interests shall be eliminated by rounding any fraction up or down to the
nearest whole number of shares of Common Stock.

          9.   Reservation of Shares.  The Company covenants and agrees that
it will at all times reserve and keep available out of its authorized share
capital, solely for the purpose of issuance upon the exercise of the Warrants,
such number of shares of Common Stock as shall be equal to the number of
Warrant Shares issuable upon the exercise of the then outstanding Warrants,
for issuance upon such exercise, and that, upon exercise of the Warrants and
payment of the Exercise Price therefor, all Warrant Shares issuable upon
issuance in accordance with the terms hereof shall be duly and validly issued,
fully paid, nonassessable and not subject to the preemptive rights of any
stockholder.

          10.  Rights of Warrant Holders.  Nothing contained in this Agreement
shall be construed as conferring upon the Holder any rights whatsoever as a
stockholder of the Company, either at law or in equity, including without
limitation, or Holders the right to vote or to consent or to receive notice as
a stockholder in respect of any meetings of stockholders for the election of
directors the right to receive dividends or any other matter.  Notwithstanding
the foregoing, if at any time prior to the expiration of the Warrants and
their exercise, any of the following events shall occur:

          (a)  The Company shall take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend or distribution
payable otherwise than in cash, or a cash dividend or distribution payable
otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or

          (b) The Company shall offer to all the holders of its Common Stock
any additional Common Stock or other shares of capital stock of the Company or
securities convertible into or exchangeable for Common Stock or other shares
of capital stock of the Company, or any option, right or warrant to subscribe
therefor; or

          (c) A dissolution, liquidation or winding up of the Company (other
than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business as an entirety shall be
proposed; or

          (d) Reclassification or change of the outstanding Common Stock
(other than a change in par value to no par value, or from no par value to par
value, or as a result of a subdivision or combination), consolidation of the
Company with, or merger of the Company into, another corporation (other than a
consolidation or merger in which the Company is the surviving corporation and
which does not result in any reclassification or change of the outstanding
Common Stock, except a change as a result of a subdivision or combination of
such shares or a change in par value, as aforesaid), or a sale or conveyance
to another corporation of the property of the Company as an entirety is
proposed; or

          (e)  The Company or an affiliate of the Company shall propose to
issue any rights to subscribe for Common Stock or any other securities of the
Company or of such affiliate to all the stockholders of the Company; then, in
any one or more of said events, the Company shall give written notice of such
event at least fifteen (15) days prior to the date fixed as a record date or
the date of closing the transfer books for the determination of the
stockholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, options or warrants, or
entitled to vote on such proposed dissolution, liquidation, winding up or
sale.  Such notice shall specify such record date or the date of closing the
transfer books, as the case may be.  Failure to give such notice or any defect
therein shall not affect the validity of any action taken in connection with
the declaration or payment of any such dividend or distribution, or the
issuance of any convertible or exchangeable securities or subscription rights,
options or warrants, or any proposed dissolution, liquidation, winding up or
sale.

          11.  Notices.  All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
duly made when delivered, or mailed by registered or certified mail, return
receipt requested:

          (a)  If to a registered Holder of the Warrants, to the address of
such Holder as shown on the books of the Company; or

          (b)  If to the Company, to the address set forth in Section 1 of
this Agreement or to such other address as the Company may designate by notice
to the Holders.

          12.  Successors.   All the covenants and provisions of this
Agreement by or for the benefit of the Company and the Holders inure to the
benefit of their respective successors and assigns hereunder.

          13.  Governing Law.

          13.1. Choice of Law.  The Warrants are being delivered in New
York.  This Agreement shall be deemed to have been made and delivered in the
State of New York and shall be governed as to validity, interpretation,
construction, effect and in all other respects by the internal laws of the
State of New York.

          13.2. Jurisdiction and Service of Process.  The Company and the
Holder each (a) agrees that any legal suit, action or proceeding arising out
of or relating to this Warrant Certificate, or any other agreement entered
into between the Company and the Holder pursuant to the Offering shall be
instituted exclusively in New York State Supreme Court, County of New York, or
in the United States District Court for the Southern District of New York, (b)
waives any objection which the Company or such Holder may have now or
hereafter to the venue of any such suit, action or proceeding, and (c)
irrevocably consents to the jurisdiction of the New York State Supreme Court,
County of New York and the United States District Court for the Southern
District of New York in any such suit, action or proceeding.  The Company and
the Holder each further agrees to accept and acknowledge service of any and
all process which may be served in any such suit, action or proceeding in the
New York State Supreme Court, County of New York or in the United States
District Court for the Southern District of New York and agrees that service
of process upon the Company or the Holder mailed by certified mail to their
respective addresses shall be deemed in every respect effective service of
process upon the Company or the Holder, as the case may be, in any suit,
action or proceeding.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the day and year first above written.

                              SANGUINE CORPORATION


                              By: _______________________________
                                  Name:
                                  Title:

Attest:


___________________________
Secretary

                  [FORM OF ELECTION TO PURCHASE]


          The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ________ Warrant Shares
and herewith tenders in payment for such Warrant Shares cash or a check
payable to the order of Sanguine Corporation in the amount of $_________, all
in accordance with the terms hereof.  The undersigned requests that a
certificate for such Warrant Shares be registered in the name of
                   , whose address is

                                              and that such certificate be
delivered to                                , whose address is

                                                                            .

Dated:                                            Signature:


                                   (Signature must conform in all
                                   respects to name of holder as
                                   specified on the face of the
                                   Warrant Certificate.)





                 (Insert Social Security or Other
                  Identifying Number of Holder)

                       [FORM OF ASSIGNMENT]

     (To be executed by the registered holder if such holder
          desires to transfer the Warrant Certificate.)


          FOR VALUE RECEIVED
  hereby sells, assigns and transfers unto



          (Please print name and address of transferee)
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint
           , Attorney, to transfer the within Warrant Certificate on the books
of the within-named Company, with full power of substitution.

Dated:                                                 Signature:



                                   (Signature must conform in all
                                   respects to name of holder as
                                   specified on the face of the
                                   Warrant Certificates



(Insert Social Security or Other
Identifying Number of Assignee)

EX-99.1

CONFIDENTIAL PRIVATE OFFERING MEMORANDUM No.


                         Name of Offeree


                       SANGUINE CORPORATION

             $2,000,000 Minimum - $5,000,000 Maximum


Up to 10,000,000 Units, each Unit consisting of two shares of Common Stock
and one Redeemable Common Stock Purchase Warrant entitling the holder to
purchase one share of Common Stock.

Offering Price: $.50 per Unit
Minimum Subscription: $250,000

THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM HAS NOT BEEN FILED WITH OR
REVIEWED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER
COMMISSION OR REGULATORY AUTHORITY, AND HAS NOT BEEN FILED WITH OR REVIEWED BY
THE ATTORNEY GENERAL OF THE STATES OF NEW YORK OR NEW JERSEY OR ANY OTHER
STATE NOR HAS ANY SUCH COMMISSION, AUTHORITY OR ATTORNEY GENERAL DETERMINED
WHETHER IT IS ACCURATE OR COMPLETE OR PASSED UPON OR ENDORSED THE MERITS OF
THIS OFFERING.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THIS OFFERING MEMORANDUM CONTAINS MATERIAL NON-PUBLIC INFORMATION.  THE
CONTENTS OF THIS MEMORANDUM MAY NOT BE USED BY ANY PERSON IN CONNECTION WITH
THE OFFER, PURCHASE OR SALE OF SECURITIES OF THE COMPANY.  ANY UNAUTHORIZED
USE HEREOF MAY RESULT IN CIVIL OR CRIMINAL PENALTY.

In the event you decide not to participate in this offering please return the
Confidential Private Offering Memorandum and the Subscription Booklet to the
principal office of the Placement Agent as set forth below.

Laidlaw Global Securities, Inc.
100 Park Avenue
New York, New York 10017
212-376-8800

The date of this Memorandum is May 18, 2000

                        SANGUINE CORPORATION


             $2,000,000 Minimum - $5,000,000 Maximum


Up to 10,000,000 Units, each Unit consisting of two shares of
Common Stock and one Redeemable Common Stock Purchase Warrant entitling the
holder
to purchase one share of Common Stock.

                THESE ARE SPECULATIVE SECURITIES AND
                   INVOLVE A HIGH DEGREE OF RISK.
                   See "RISK FACTORS" Pages 6-11

Offering Price: $.50 per Unit
Minimum Investment: $250,000

     Sanguine Corporation (the "Company" or "Sanguine") is offering to sell to
certain "accredited investors" (the "Offering") up to 10,000,000 Units (the
"Units") of the Company's securities, each Unit consisting of two shares of
Common Stock,  par value $.001 per share (the "Shares") and one Redeemable
Common Stock Purchase Warrant (the "Warrants")  through Laidlaw Global
Securities, Inc.  (the "Placement Agent"), as exclusive agent for the sale of
the Units.  Each Warrant entitles the holder to purchase one share of Common
Stock of the Company (the "Warrant Shares"), at an exercise price equal to
$.40 per share, subject to adjustment in certain circumstances.  The Warrants
are exercisable at any time commencing on the date of issuance and terminating
four years thereafter.  Commencing one year after issuance, the Warrants are
redeemable, in whole or in part, at the option of the Company, for $.05 per
Warrant on not less than thirty days prior written notice, at any time,
provided that (i) the closing bid price of the Company's Common Stock is at
least 200% of the then current exercise price and the trading volume of the
Common Stock is not less than 50,000 shares per day,  on each of the 20
consecutive trading days ending within 10 days of the date of the notice of
redemption; and  (ii) the Warrant Shares have been registered for public
distribution under the Securities Act of 1933, as amended (the "Act").

     The Units are being offered on a "best efforts, all or none" basis as to
the 4,000,000 Unit minimum, and on a "best efforts" basis as to the balance of
the 10,000,000 Unit maximum, by the Placement Agent.  All proceeds received by
the Company from subscribers for the Units offered hereby will be deposited by
the Placement Agent in a special non-interest bearing account.  If at least
4,000,000 units (the "Minimum Offering") offered hereby have not been
subscribed for by the close of business on July 30, 2000  unless extended by
the Company and the Placement Agent for up to an additional thirty  days (such
period, as same may be extended, being hereinafter referred to as the
"Offering Period"), all proceeds received from subscribers will be refunded in
full, without deduction and without interest.  If at least 4,000,000 Units are
subscribed for prior to expiration of the Offering Period, a closing (the
"Initial Closing") will be held as soon as practicable thereafter and the
funds held in the special account will be turned over to the Company and the
Company will continue to accept additional subscriptions for Units for the
Offering Period up to a maximum of 10,000,000 Units.   In the event
subscriptions for the minimum number of Units are not received during the
Offering Period, all subscriptions will be returned to the subscriber without
interest or deduction. The Company and the Placement Agent, in their
discretion, may accept subscriptions for less than 500,000 Units ($250,000)
and may increase the maximum number of Units offered to 11,000,000 Units.


Offering Price                Placement Agent             Proceeds to
                               Commission(1)              the Company(2)
Per Unit $.50                       $.04                      $.46

Total Minimum $2,000,000          $160,000                 $1,840,000

Total Maximum $5,000,000          $400,000                 $4,600,000


Footnotes on following page

                     LAIDLAW GLOBAL SECURITIES, INC.
                             100 Park Avenue
                           New York, NY 10017
                             (212) 376-8800

Footnotes from previous page
________________________________________

(1)  Does not include (i) additional compensation payable to the Placement
     Agent including a non-accountable expense allowance of 2% of the gross
     proceeds ; (ii) reimbursement of accountable expenses; and (iii) warrants
     to purchase 10% of the Units sold in this Offering exercisable at $.001
     per Unit. The Company has also agreed to indemnify the Placement Agent
     against certain liabilities, including liabilities under the Securities
     Act of 1933, as amended (the "Securities Act").  See "Plan of
     Distribution."

(2)  After deducting Placement Agent commissions, but before deducting other
     expenses of this Offering to be paid by the Company for filing, legal,
     accounting, printing and other costs and expenses, estimated to be
     $50,000.  See "Use of Proceeds."

(3)  The Company, with the consent of the Placement Agent, may increase the
     number of Shares offered hereby which may result in a Total Maximum of
     $5,500,000 and related increases in Placement Agent commissions, non-
     accountable expense allowance and Agent Warrants.

This confidential private offering memorandum (the "Memorandum") has been
prepared by and for the Company in connection with the proposed offering
through the Placement Agent. The information contained herein has not been
independently verified by the Placement Agent. Accordingly, there can be no
representation by the Placement Agent as to the completeness or accuracy of
such information.   Officers, directors and employees of the Company and the
Placement Agent may purchase Units in the Offering, which purchases may be
used to satisfy the Minimum Offering.

No person is authorized by the Company to give any information or make any
representations other than as contained in this Memorandum in connection with
the Offering and, if given or made, such other information and representations
must not be relied upon as having been authorized by the Company.

There is currently no market for the Units or Warrants being offered, and it
is not anticipated that a market will develop after the Offering has been
consummated.  The Units, Shares and Warrants being offered hereby and the
underlying securities are "restricted securities" within the meaning of Rule
144 promulgated under the Securities Act and are subject to substantial
restrictions on resale and transfer. The Offering Price of the Units has been
determined through negotiations between the Company and the Placement Agent
and bears no relationship to the assets, earnings or any other recognized
criteria of value of the Company.  The Offering Price of the Units should not
be viewed as any indication of the value or potential value of the Units or
the underlying securities.  See "Risk Factors."

Prior to accepting subscription and payment for any Units during the Offering
Period, all proceeds of the Offering will be deposited in a special account
with Donaldson, Lufkin & Jenrette Securities Corp., Pershing Division.  In the
event subscriptions are not accepted, any unaccepted subscriptions will be
returned to subscribers without interest or deduction.  See "The Offering."

THE OFFERING COMMENCED ON THE DATE OF THIS CONFIDENTIAL PRIVATE OFFERING
MEMORANDUM AND SHALL TERMINATE ON THE CLOSE OF BUSINESS ON JULY   , 2000
UNLESS EXTENDED BY THE COMPANY AND THE PLACEMENT AGENT FOR UP TO AN ADDITIONAL
THIRTY DAYS OR AT AN EARLIER DATE UPON COMPLETION OF THE OFFERING.  THE
PLACEMENT AGENT AND THE COMPANY MAY DETERMINE TO CLOSE THE OFFERING PRIOR TO
THE EXPIRATION OF THE OFFERING PERIOD, IN WHICH EVENT THE OFFERING WILL
CONTINUE TO THE EARLIER TO OCCUR OF THE SALE OF THE REMAINING UNITS OR THE
EXPIRATION OF THE OFFERING PERIOD.

INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK AND ONLY PERSONS WHO
ARE ABLE TO BEAR THE FINANCIAL RISK OF A COMPLETE LOSS OF THEIR INVESTMENT
SHOULD CONSIDER PURCHASING UNITS.  SEE "RISK FACTORS."  RISKS INVOLVED IN THE
PURCHASE OF THE UNITS OFFERED HEREBY INCLUDE, AMONG OTHERS, THE RISK THAT
THERE IS NO PUBLIC OR OTHER MARKET FOR THE SECURITIES UNDERLYING THE UNITS,
NOR IS SUCH A MARKET EXPECTED TO DEVELOP.  THE SECURITIES UNDERLYING THE UNITS
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT PURSUANT TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR
AN EXEMPTION THEREFROM.  FOR THESE REASONS, A SUBSCRIBER MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT AND TO RETAIN OWNERSHIP OF THE
UNITS FOR AN INDEFINITE PERIOD OF TIME.  SEE "INVESTOR QUALIFICATIONS."

                        ____________________

THIS MEMORANDUM INCLUDES FORWARD-LOOKING INFORMATION.  SUCH INFORMATION IS
BASED ON ASSUMPTIONS AS TO FUTURE EVENTS THAT ARE INHERENTLY UNCERTAIN AND
SUBJECTIVE.  THE COMPANY MAKES NO REPRESENTATION OR WARRANTY AS TO THE
ATTAINABILITY OF SUCH ASSUMPTIONS OR AS TO WHETHER FUTURE RESULTS WILL OCCUR
AS PROJECTED.  IT MUST BE RECOGNIZED THAT THE PROJECTIONS OF THE COMPANY'S
FUTURE PERFORMANCE ARE NECESSARILY SUBJECT TO A HIGH DEGREE OF UNCERTAINTY,
THAT ACTUAL RESULTS CAN BE EXPECTED TO VARY FROM THE RESULTS PROJECTED AND
THAT SUCH VARIANCES MAY BE MATERIAL AND ADVERSE.  PROSPECTIVE INVESTORS ARE
EXPECTED TO CONDUCT THEIR OWN INVESTIGATION WITH REGARD TO THE COMPANY AND ITS
PROSPECTS.

THERE ARE NUMEROUS DOCUMENTS WHICH ARE RELEVANT TO THE TRANSACTIONS
CONTEMPLATED BY THIS MEMORANDUM WHICH DESCRIBE THE TRANSACTIONS AND RIGHTS AND
OBLIGATIONS OF THE RESPECTIVE PARTIES.  THE STATEMENTS CONTAINED IN THIS
MEMORANDUM CONSTITUTE A BRIEF SUMMARY OF THE MATERIAL PROVISIONS OF SUCH
DOCUMENTS, DO NOT PURPORT TO BE A COMPLETE DESCRIPTION OF EVERY TERM AND
CONDITION AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO SUCH DOCUMENTS.
IF THERE IS A CONFLICT BETWEEN THE TERMS OF THE DOCUMENTS AND THIS MEMORANDUM,
THE TERMS OF THE DOCUMENTS WILL GOVERN.  EACH PERSON CONSIDERING AN INVESTMENT
IN THE COMPANY IS URGED TO REVIEW ALL SUCH DOCUMENTS.

THE COMPANY HAS AGREED (I) TO GRANT, PRIOR TO THE CONSUMMATION OF THE SALE OF
THE UNITS, TO EACH PROSPECTIVE SUBSCRIBER AND HIS REPRESENTATIVE(S), THE
OPPORTUNITY TO REVIEW ADDITIONAL DOCUMENTS AND TO ASK QUESTIONS OF, AND TO
RECEIVE ANSWERS FROM, THE OFFICERS OF THE COMPANY CONCERNING THE TERMS AND
CONDITIONS OF THIS OFFERING OR ANY OTHER MATTER SET FORTH HEREIN; AND (II) TO
SUPPLY ANY ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES SUCH
INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE,
NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH HEREIN.

                           ______________

NO ADVERTISING OR OFFERING LITERATURE IN ANY FORM MAY BE EMPLOYED IN THE
OFFERING OF THE UNITS, EXCEPT FOR THIS MEMORANDUM.  NO PERSON (OTHER THAN THE
OFFICERS OF THE COMPANY AND PERSONS AUTHORIZED TO ACT ON ITS BEHALF) IS
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED
IN THIS MEMORANDUM AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON.  NEITHER THE DELIVERY OF THIS
MEMORANDUM NOR ANY SALES MADE HEREUNDER, UNDER ANY CIRCUMSTANCES, SHALL CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED
HEREIN SINCE THE DATE HEREOF.  HOWEVER, IN THE EVENT OF ANY MATERIAL CHANGE,
THIS MEMORANDUM WILL BE AMENDED OR SUPPLEMENTED ACCORDINGLY.

THIS MEMORANDUM IS SUBMITTED IN CONNECTION WITH THE PRIVATE PLACEMENT OF THE
UNITS AND DOES NOT CONSTITUTE AN OFFER TO OR SOLICITATION OF ANYONE IN ANY
JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED.  IN
ADDITION, THIS MEMORANDUM CONSTITUTES AN OFFER ONLY TO THE PERSON WHOSE NAME
AND IDENTIFICATION NUMBER APPEARS IN THE APPROPRIATE SPACES PROVIDED ON THE
COVER PAGE OF THIS MEMORANDUM.  ANY REPRODUCTION OR DISTRIBUTION OF THIS
MEMORANDUM, IN WHOLE OR IN PART OR THE DIVULGENCE OF ANY OF ITS CONTENTS,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED. ANY PERSON
ACTING CONTRARY TO THE FOREGOING RESTRICTIONS MAY PLACE HIMSELF AND THE
COMPANY IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS.  BY ACCEPTING THIS
MEMORANDUM, THE RECIPIENT AGREES TO RETURN THE SAME PROMPTLY UPON REACHING A
DECISION NOT TO MAKE AN INVESTMENT IN THE COMPANY AND, IN ANY EVENT, PROMPTLY
UPON A REQUEST THEREFOR.

                      _______________________

PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR
ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM OR WITH THE COMPANY, OR ANY
PROFESSIONAL ASSOCIATED WITH THE OFFERING, AS LEGAL OR PROFESSIONAL TAX
ADVICE.  PROSPECTIVE SUBSCRIBERS ARE ADVISED TO CONSULT WITH THEIR OWN TAX
COUNSEL AND LEGAL, ACCOUNTING AND OTHER PERSONAL ADVISORS CONCERNING THE TAX,
LEGAL AND OTHER ASPECTS OF THE PURCHASE AND OWNERSHIP OF UNITS AND POTENTIAL
CHANGES IN APPLICABLE LAW.

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK AND, CONSEQUENTLY, IS SUITABLE
ONLY FOR PERSONS OF SUBSTANTIAL MEANS WHO HAVE NO NEED FOR LIQUIDITY, WHO CAN
AFFORD A TOTAL LOSS OF THEIR INVESTMENT, AND WHO UNDERSTAND, OR HAVE BEEN
ADVISED AS TO, THE LONG-TERM NATURE AND INVESTMENT CONSIDERATIONS ASSOCIATED
WITH THIS INVESTMENT.  SEE "RISK FACTORS".

THE COMPANY AND THE PLACEMENT AGENT RESERVE THE RIGHT, IN THEIR SOLE
DISCRETION AND FOR ANY REASON WHATSOEVER, TO MODIFY, AMEND AND/OR WITHDRAW ALL
OR ANY PORTION OF THIS OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART
ANY PROSPECTIVE INVESTMENT IN THE UNITS OR TO ALLOT TO ANY PROSPECTIVE
INVESTOR LESS THAN THE AMOUNT OF UNITS SUCH INVESTOR DESIRES TO PURCHASE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND THE
PLACEMENT AGENT WILL ONLY OFFER AND SELL UNITS TO PERSONS WHO THEY BELIEVE
MEET THE SUITABILITY STANDARDS SET FORTH IN THIS MEMORANDUM.  SEE "INVESTOR
QUALIFICATIONS."  THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER TO ANY
PROSPECTIVE INVESTOR AND/OR INVESTOR IN THE EVENT THAT ANY OF THE FOREGOING
SHALL OCCUR.

THIS OFFER AND SALE OF THE UNITS HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OR ANY STATE SECURITIES LAWS, IN RELIANCE UPON EXEMPTIONS FROM
REGISTRATION PROVIDED BY SECTION 4(2) AND/OR 4(6) OF THE SECURITIES ACT AND
REGULATION D PROMULGATED THEREUNDER AND SIMILAR EXEMPTIONS FROM REGISTRATION
PROVIDED BY CERTAIN STATE SECURITIES LAWS.  THE UNITS WILL BE OFFERED ONLY TO
ACCREDITED INVESTORS WHO HAVE THE QUALIFICATIONS NECESSARY TO PERMIT THE UNITS
TO BE OFFERED AND SOLD IN RELIANCE UPON SUCH EXEMPTIONS.

NOTICE TO NON-U.S. RESIDENTS.  IT IS THE RESPONSIBILITY OF ANY PERSONS WISHING
TO PURCHASE THE UNITS TO SATISFY THEMSELVES AS TO FULL OBSERVANCE OF THE LAWS
OF ANY RELEVANT TERRITORY OUTSIDE THE U.S. IN CONNECTION WITH ANY SUCH
PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR
OBSERVING ANY OTHER APPLICABLE FORMALITIES.

INVESTORS AND THEIR REPRESENTATIVES, IF ANY, SHOULD REVIEW THE FOLLOWING
LEGENDS REQUIRED BY CERTAIN JURISDICTIONS AND BE AWARE OF THEIR CONTENTS.
PLEASE REVIEW THE FOLLOWING MATERIALS CAREFULLY TO DETERMINE WHETHER ANY OF
THESE LEGENDS ARE APPLICABLE.

                        NASAA UNIFORM LEGEND

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED.  THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY.  FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.  THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS
SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF
THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

                       FOR FLORIDA RESIDENTS

THE SECURITIES REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER
IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE FLORIDA SECURITIES ACT.
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA.
IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE
PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE
BY SUCH INVESTOR TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR
WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
INVESTOR, WHICHEVER OCCURS LATER.

                       FOR GEORGIA RESIDENTS

THE SECURITIES OFFERED HEREBY MAY BE ISSUED OR SOLD IN RELIANCE ON PARAGRAPH
(13) OF CODE SECTION 10-5-9 OF THE "GEORGIA SECURITIES ACT OF 1973", AND MAY
NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH
ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT.

                     FOR PENNSYLVANIA RESIDENTS

RESIDENTS OF THE COMMONWEALTH OF PENNSYLVANIA CAN ONLY TRANSFER THESE
SECURITIES IN ACCORDANCE WITH THE PROVISIONS OF SECTION 203(d) OF THE
PENNSYLVANIA SECURITIES ACT AND ARE SUBJECT TO THE FOLLOWING CONDITIONS: (A)
EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THE SECURITIES BEING OFFERED
HEREBY AGREES NOT TO SELL THESE SECURITIES FOR A PERIOD OF 12 MONTHS AFTER THE
DATE OF PURCHASE; AND (B) THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
PENNSYLVANIA SECURITIES ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THEY ARE
SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE ACT
BECOMES AVAILABLE.

EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR SECURITIES HAS THE RIGHT,
PURSUANT TO SECTION 207 OF THE PENNSYLVANIA SECURITIES ACT OF 1972, TO
WITHDRAW HIS SUBSCRIPTION FOR SECURITIES AND RECEIVE A FULL REFUND OF ALL
MONIES PAID, WITHIN TWO (2) BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE
ISSUER OF HIS WRITTEN BINDING CONTRACT OF PURCHASE.  WITHDRAWAL WILL BE
WITHOUT ANY FURTHER LIABILITY TO SUCH PERSON.  TO ACCOMPLISH THIS WITHDRAWAL,
A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS
SET FORTH IN THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM, INDICATING HIS
INTENTION TO WITHDRAW.  SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED
PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY.  IT IS ADVISABLE
TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE
THAT IT IS RECEIVED AND TO EVIDENCE THE TIME WHEN IT IS MAILED.  IF THE
REQUEST IS MADE ORALLY, IN PERSON OR BY TELEPHONE, TO THE COMPANY, A WRITTEN
CONFIRMATION THAT THE REQUEST TO WITHDRAW HAS BEEN RECEIVED SHOULD BE
REQUESTED.

                           TABLE OF CONTENTS


SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

RECENT EVENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . 12

CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . 14

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . 16

INVESTOR QUALIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . 18


                                EXHIBITS

A.  Form 10-KSB for the Fiscal Year Ended December 31, 1999
B.  Subscription Agreement
C.  Form of Investor Questionnaire
D.  Form of Warrant

                                          SUMMARY

The following summary is intended to set forth certain pertinent facts and
highlights from (i) material contained in the body of this Memorandum, (ii)
the Company's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999 (the "Form 10-KSB"), a copy of which (without exhibits) is annexed
hereto as Exhibit A and incorporated herein by reference.  The summary is
qualified in its entirety by reference to the more detailed information and
financial statements appearing elsewhere in this Memorandum and the exhibits
attached hereto. Each prospective investor is urged to read this Memorandum
and the exhibits attached hereto in their entirety.

                             The Company

        Sanguine Corporation, through its majority-owned subsidiary, Sanguine
Corporation, a California corporation (collectively the "Company" or
"Sanguine"), is engaged in the development of a synthetic red blood cell
product called "PHER-O2." PHER-O2  is a second generation version of Fluosol,
the only FDA-approved synthetic blood product  to date.  The development of
this product presently is the sole business of the Company.  PHER-O2 is
composed of perfluorodecalin molecules (i.e., synthetic red blood cells),
purified water and a proprietary, synthetic, fluorinated surfactant to hold
the emulsion together. Perfluoro-decalin has great oxygen-carrying capacity,
yet its particle can be as much as 900 times smaller than a red blood cell.
Management believes that PHER-O2 may carry three to four times the oxygen of
human blood per unit volume. This increased oxygen-carrying capacity may make
PHER-O2 useful in the treatment of heart attacks, strokes, cancer and other
diseases for which increased oxygenation is beneficial.  Furthermore, the
Company believes that perfluoro-decalin may be effective as an imaging agent
in X-ray imaging, nuclear magnetic resonance (NMR) imaging and CAT scans,
without side effects. Management also believes that PHER-O2 has several other
advantages over human blood:  it may be sterilized to be free of disease; is
believed to have the quality of a universal match for all blood types; may be
mass-produced; and may be stored much longer than human blood.

          Battelle Memorial Institute, located in Columbus, Ohio, was retained
to assist the Company in completing the emulsion of perfluoro-decalin and the
synthetic surfactants that make up PHER-O2.  Such research and development
conducted by Battelle Memorial Institute was discontinued due to lack of
funding.  The Company believes that upon funding through this Offering, such
research and development will continue, although there can be no assurance
that Battelle will agree to continue to perform the research and development
(see "Risk Factors").  The Company needs to obtain substantial additional
funding for its intended business operations, as to which there can be no
assurance.  If the Company obtains such funding, it is anticipated that on
completion of the compounding of PHER-O2, Battelle Memorial Institute will
perform initial gross animal tests, which do not require regulatory approval
prior to commencement; however, the data gathered from any such tests will be
subject to regulatory review in the future.  The Company anticipates that it
will manufacture the experimental doses of PHER-O2 required to conduct gross
animal testing.

          In its second phase, expected to commence nine months from the start
of the first phase, management intends to continue developing the
perfluorocarbon compounds in PHER-O2 in order to optimize its quality, and
expects to begin animal safety and efficacy trials in accordance with
guidelines of the United States Food and Drug Administration ("FDA") and
comparable foreign regulatory requirements.  The second phase of operations is
expected to take approximately 12 months.

          In the final phase of the Company's proposed business operations, it
intends to complete its United States human testing of PHER-O2, receive all
necessary FDA approvals and begin American and Canadian sales for cancer
treatment and angioplasty; and complete overseas testing, begin overseas sales
and begin the construction of manufacturing facilities.  Sanguine has
previously licensed Biologixs to manufacture and market PHER-O2 in Canada,
including any future Canadian patent rights, and the exclusive right to market
PHER-O2 in U.S. military pre-hospital and ambulance markets.  In this final
phase, the Company also intends to continue human trials to test PHER-O2
for other applications, including transplant organ preservation and the
treatment of carbon monoxide poisoning, sickle cell anemia, heart attack,
stroke and transfusions.  The Company will be required to conduct similar
rigorous human safety and efficacy testing and clinical trials of PHER-O2 for
each desired application for which it is sought to be used.

          PHER-O2 is still in the research and development stage.  It has not
been tested on animals or humans; nor has any application been submitted to
any federal, state or foreign agency to seek authority for such testing.  This
development process will be time consuming, costly, subject to extreme
governmental regulation and must prove that this product is safe and
efficacious for human use.  Until then, the Company will have no potential for
revenues from operations.  No assurance can be given that the Company will be
able to raise the capital it will need to develop PHER-O2, or that if
sufficient funds are raised, that the Company will ever receive requisite
federal, state or foreign agency approval to manufacture or market this
product.  See "Description of Business" in Part I, Item 1 of the Company's
Form 10-KSB annexed hereto as Exhibit A.

        The offices of the Company are currently located at  101 East Green
Street, #11, Pasadena, California  91105 and its telephone number is (626)
405-0079.

                             The Offering

Securities Offered

Units                       A minimum of 4,000,000  and a maximum of
                            10,000,000 Units, each Unit consisting of two
                            shares of Common Stock and one Redeemable Common
                            Stock Purchase Warrant.  The Units will be offered
                            on a "best efforts, all or none" basis as to the
                            4,000,000 Unit minimum and on a "best efforts"
                            basis as to the balance of the 10,000,000 Unit
                            maximum, at an offering price of $.50 per Unit.

Terms of the Warrants

   Exercise Term            Each warrant will entitle the holder to
                            purchase one share of Common Stock during the
                            period commencing on the date of issuance and
                            terminating four years thereafter, unless
                            redeemed, subject to adjustment in certain
                            circumstances.

   Exercise Price           $.40 per share of Common Stock, subject to
                            adjustment to prevent dilution.

   Redemption               Commencing one year after issuance, the Warrants
                            are redeemable, in whole or in part, at the option
                            of the Company, for $.05 per Warrant on not less
                            than thirty days prior written notice, provided
                            that (i) the closing bid price of the Company's
                            Common Stock is at least 200% of the then current
                            exercise price; and the trading volume of the
                            Common Stock is not less than 50,000 shares per
                            day, on each of the 20 consecutive trading days
                            ending within 10 days of the date of the notice of
                            redemption; and (ii) the Warrant Shares have been
                            registered for public distribution under the
                            Securities Act.

Minimum Investment          $250,000, provided Laidlaw and the Company may
                            allow investments for smaller quantities in their
                            discretion

Use of Proceeds             Management will have broad discretion in the
                            application of the proceeds of the Offering. It is
                            currently anticipated that the Company will use
                            the net proceeds available to it from this
                            Offering for research and development, FDA animal
                            trials, marketing and promotion, joint ventures
                            and strategic alliances and working capital,
                            including web site development expenses.  See "Use
                            of Proceeds" herein and "Management's Discussion
                            and Analysis" in the Company's Form 10-KSB (the
                            "10-KSB") annexed hereto as Exhibit A.

Risk Factors                An investment in the Units involves a high degree
                            of risk.  Prospective purchasers of Units should
                            carefully review the factors under the heading
                            "Risk Factors" herein and the 10-KSB prior to
                            investing in the Units.

Restrictions on
Transferability             The Units offered hereby will not be registered
                            under the Securities Act or under the securities
                            laws of the United States or of any state or other
                            jurisdiction. As a result, neither the Units nor
                            the securities underlying the Units may be
                            transferred without registration under the
                            Securities Act, or, if applicable, the securities
                            laws of any state or other jurisdiction, unless in
                            the opinion of counsel to the Company, such
                            registration is not then required because of the
                            availability of an exemption from registration.
                            See "Risk Factors" and "Restrictions on Transfer
                            of Securities" herein and "Market Information" in
                            the 10-KSB.

Registration Rights         The Company has agreed to register for resale
                        under the Act, the Warrants, Shares and Warrant
                            Shares in a Registration Statement to be filed by
                            Company 30 days after the final closing of this
                            Offering, and to cause the Registration Statement
                            to become effective within 150 days after the
                            final closing of this offering.  In the event that
                            the Company fails either to (i) cause the
                            Registration Statement to be filed under the Act
                            30 days after the Final Closing, or (ii) cause the
                            Registration to become effective 150 days after
                            the final closing, then the exercise price of the
                            Warrants shall be reduced at the rate of $.05 for
                            every 30 day delay, or part thereof, in the
                            effectiveness of the Registration Statement, but
                            in no event shall the exercise price be reduced
                            less than $.001 per share.  The Company shall keep
                            the Registration Statement current and effective
                            until 30 days after the termination of the
                            exercise period of the Warrants.

Lockup                      The Company has agreed either (i) to forego
                            registration of any of its securities other than
                            the Securities offered herein, for the period
                            commencing May 8, 2000 and ending one year from
                            the date of the Final Closing (the "Lockup
                            Period") without the prior written consent of the
                            Placement Agent, or (ii) should it elect to
                            register any of its securities, other than the
                            Securities offered herein, during the Lockup
                            Period, the Company must require all holders of
                            such securities to agree in writing not to sell
                            such securities during the Lockup Period without
                            the prior written consent of the Placement Agent.

Investment                  An investment in the Company is highly speculative
                            and each investor bears the risk of losing his or
                            its entire investment. All purchasers must
                            complete and execute a Subscription Agreement,
                            which is included in the Investor Subscription
                            Booklet which is enclosed with this Memorandum.
                            Purchasers must set forth representations in such
                            documents that he, she or it is purchasing the
                            Units for investment purposes only and without a
                            view toward distribution.  The Company has not
                            entered into any formal discussions or agreements
                            regarding an initial public offering of its
                            securities.  See "Risk Factors."

Investor Suitability        The Units are suitable investments only for
                            sophisticated investors for whom an investment in
                            the Units does not constitute a complete
                            investment program and who fully understand, are
                            willing to assume, and who have the financial
                            resources necessary to withstand, the risks
                            involved in investing in the Units and who can
                            bear the potential loss of their entire
                            investment.

Financial Information       Financial statements are included in the Form 10-
                            KSB


Securities of the Company:


Shares of Common Stock
outstanding prior to the
Offering                            24,559,323 Shares


Shares of Common Stock
outstanding after the Offering
(assuming the maximum  number
of Units are sold)                  32,559,323 Shares if the minimum number of
                                    Units offered hereby are sold, and
                                    44,559,323 Shares if the maximum number of
                                    Units are sold.

                          RECENT EVENTS

     On May 9, 2000, the Company filed a registration statement on Form S-8
covering 1,350,000 shares of the Company's $.001 par value common stock.  Such
shares have been issued as follows:

          Karl Smith               700,000 shares
          David E. Nelson          100,000 shares
          Leonard W. Burningham    250,000 shares
          Anthony G. Hargreaves    300,000 shares

     The shares were issued as compensation for various services rendered and
to be rendered to the Company by these individuals.  Karl Smith was a
consultant to the Company, David E. Nelson is the Chief Financial Officer and
Director of the Company, Leonard W. Burningham acts as outside counsel to the
Company and Anthony G. Hargreaves is the Vice President, Secretary and
Director of the Company.  These individuals have agreed in writing to forego
selling these shares without the prior written consent of the Placement Agent
during the Lockup Period.

     Upon the Final Closing, the Company expects to form a medical advisory
board to the Company.  As of the date hereof, the Company has identified four
medical doctors whom it expects to fill such board. However, the Company has
entered into no agreements with any individuals in this regard and there can
be no assurance given that the Company will be successful in adding any such
advisors to its proposed medical advisory board.

     On April 7, 2000, the Company entered into a loan agreement with
Starpoint Procurement Company, Ltd. ("Starpoint"), which provides that
Starpoint loan $92,000 to the Company for a period of sixty days at 10%
interest.  As collateral for such payment, Dr. Thomas Drees, the Company's
President and Chairman of the Board, has agreed to secure the loan with
230,000 shares of his common stock.  The loan may be converted into these
shares of Common Stock at the rate of $.40 per share, after which the loan
will be deemed fully paid.  The Company has agreed that the shares delivered
to Starpoint be unrestricted, freely trading stock.

                           RISK FACTORS

     You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing our Company. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial also may impair our business
operations. If any of the following risks actually occur, our business could
be harmed.

Forward-Looking Statements and Associated Risks

     This Confidential Private Offering Memorandum contains forward-looking
statements including statements regarding, among other items, our business
strategy.  Those forward-looking statements are based largely on the
expectations of management and are subject to a number of risks and
uncertainties, certain of which are beyond our control.  Forward-looking
statements include statements which include the terms "may", "will",
"anticipate", or other similar terms.  Actual results could differ materially
from these forward-looking statements as a result of the factors described
under "Risk Factors" and elsewhere herein.  In light of these risks and
uncertainties, there can be no assurance that the forward-looking information
contained in this Confidential Private Offering Memorandum will in fact
transpire or prove to be accurate.  All written and oral forward-looking
statements attributable to the Company or persons acting on our behalf are
expressly qualified in their entirety by this section.

No Independent Verification of Products; Need to Enter into New Research and
Development Agreement

     The Placement agent has not engaged any independent analyst to determine
the efficacy of the products being developed by the Company.  Investors are
therefore relying solely on the statements and beliefs of Sanguine in
determining the viability and potential viability of the products under
development.  In addition, although the Company had begun testing and research
and development of its product through Battelle Memorial Institute, due to a
lack of funding, such testing was discontinued and there has been no further
testing whatsoever in the past 18 months.  Such research and development by
Battelle Memorial Institute is important to the Company.  If the Company fails
to enter into an agreement with Battelle Memorial Institute to continue such
research and development, this would have a material, adverse effect on the
Company and its ability to produce a commercially viable product.

Early Stage of the Company and Its Products; Technological Uncertainty.

     No revenues have been generated by the Company to date from the sale of
its only product, PHER-O2.  The potential to achieve sustained profitable
operations is subject to the Company's ability to successfully develop, obtain
regulatory approval for, manufacture and market this product.  No tests of any
nature have yet been conducted on PHER-O2.  Furthermore, the time involved to
achieve regulatory approval and market success is long and uncertain.  This
product will require extensive preclinical and clinical testing, before the
Company will be able to obtain FDA approval for any use, if at all.  There can
be no assurance  that this product will prove to be safe or effective in any
testing or trials conducted; that FDA approval for this product will be
obtained; that this product can be manufactured at a cost that would make it a
commercially viable product; or that this product, if and when it receives any
such approval, can be successfully marketed.


Future Capital Requirements; Uncertainty of Future Funding

     The Company presently has limited operating capital.  It has estimated
its future funding needs to construct its proposed manufacturing facility and
develop its product through the anticipated FDA and comparable foreign agency
approval at approximately $29,000,000.  The Company will need to raise these
funds through equity or debt financings, which will be very difficult for such
a highly speculative enterprise.  There can be no assurance that such
additional funding will be made available to the Company, or if made
available, that the terms thereof will be satisfactory to the Company.  The
availability of such funding will also cause substantial dilution to existing
stockholders.  If such funding is not made available to the Company, it is
doubtful that the Company will be able to conduct its planned business
operations; and the proceeds of this Offering, if this Offering is a success,
constitute only a small portion of the funding required and will not assure
the future of the Company to any degree.

Governmental Regulation and Product Approval

     The Company's preclinical and clinical trials, manufacturing and
marketing of its proposed product are subject to extensive regulation by
numerous governmental authorities in the United States and foreign countries.
All trials, manufacturing and marketing of this product will be subject to the
rigorous testing and approval processes of the FDA and corresponding foreign
regulatory bodies.  Further, each clinical trial must be conducted under the
auspices of an Independent Review Board ("IRB"), which will consider, among
other factors, ethical considerations, the safety of human subjects and the
possible liability of the institution.  The regulatory process, which includes
pre-clinical, clinical and post-clinical testing of the product to establish
its safety and efficacy, can take many years and require the expenditure of
substantial resources.  Data obtained from these trials is always subject to
varying interpretations, all of which can extend the process, or limit or deny
approval.  Regulations often change during the approval process, and such
changes can cause further delay and additional expense, and may prohibit
approval.  Similar problems may also be encountered in foreign countries.
There can be no assurance that even after such time and expenditures that
regulatory approval will be obtained, and if it is obtained, that the product
can be commercially and economically marketed.  Even if such approval is
obtained, the Company and its product and facilities are subject to continual
review and periodic inspections, and the subsequent discovery of previously
unknown problems with the product, the manufacturer or facilities may result
in further restrictions on the product or the manufacturer, and may include
withdrawal of the product from the market.  Failure to adhere to the stringent
governmental regulations may also subject the Company to fines, suspensions of
regulatory approval, product recalls, operating restrictions and criminal
prosecution of its principals.  See the caption "Governmental Approval of
Principal Products or Services" of this Memorandum.

Patent Applications and Proprietary Rights

     A patent application has been filed on the Company's only product, and
patent pending status has been granted to the Company; however, no assurance
can be given that a patent will actually be issued by the United States Patent
Office or any foreign country.  Further, the patent position of entities such
as the Company generally is highly uncertain and involves complex legal and
factual questions.  To date, no consistent policy has emerged regarding the
breadth of claims allowed in biotechnology patents.  Accordingly, there can be
no assurance that the patent pending relating to the Company's product will
result in a patent being issued or that if issued, the patent will afford
protection against competitors with similar technology or those who develop
similar technology.  See the caption "Patents, Trademarks, Licenses,
Franchises, Concessions, Royalty Agreements or Labor Contracts" of this
Memorandum.

Competition

     PHER-O2, if approved for use by the FDA or any corresponding foreign
bodies, will compete directly with established therapies for blood loss.
Patients whose oxygen-carrying ability has been significantly depleted by
blood loss frequently receive transfusions of red blood cells, while patients
who have suffered more moderate blood loss can be treated with various
intravenous solutions, such as saline or human serum albumin, which replace
the volume of blood lost, but not its oxygen carrying capacity.  There is no
assurance that even if the FDA or any corresponding body approves this product
for use, that it will have any significant advantages over such other products
to cause the medical profession to adopt it rather than continue to use
established therapies.  The Company will also be competing with numerous other
companies, research foundations and institutions seeking to develop synthetic
blood products, most all of which will have substantially greater resources,
personnel and facilities than the Company possesses, even if the Company is
successful in raising required capital to fund its proposed business
operations, as to which no assurance can be given.  See the caption
"Competition" of this Memorandum.

Dependence on Key Personnel

     Thomas C. Drees, Ph.D, M.B.A., the Company's President and Chief
Executive Officer, is the inventor of PHER-O2, and served as the President and
CEO of Alpha Therapeutics Corporation, a subsidiary of Green Cross Corporation
of Japan, the developer of Fluosol DA 20, the only FDA-approved synthetic
blood product to date.  He has also written a book on this subject, Blood
Plasma:  The Promise and the Politics, Ashley Books, New York, 1983.  Dr.
Drees is 71 years of age and in good health; however, the retirement,
disability or death of Dr. Drees would have a significant adverse impact on
the Company's proposed business operations.  Anthony G. Hargreaves, who is the
Vice President and Secretary/Treasurer, has significant background in the
medical field, including service as General Manager of VK Limited of Pasadena,
California, where he was instrumental in securing funding for a wearable,
continuously-operating artificial kidney machine.  Mr. Hargreaves has been
with Sanguine California since its inception, and his retirement, disability
or death could also have an adverse impact on the Company.  See the caption
"Directors, Executive Officers, Promoters and Control Persons" of this
Memorandum.

Product Liability and Insurance

     The use of PHER-O2, if regulatory approval is received, along with the
manufacture and marketing of this product, may expose the Company to liability
claims which could have a material adverse effect on the Company.  These
claims may be made by the customers of the product or by others selling the
product.  It is anticipated that PHER-O2 will be given in large doses, and
accordingly, it must be rigorously purified because impurities may lead to
serious and potentially fatal toxic reactions.  The Company intends to seek
limited product liability insurance, subject to available funding, prior to
commencing human clinical trials; however, such coverage is expensive, and no
assurance can be given that the Company will be able to obtain such insurance,
or if obtainable, that such insurance can be acquired at a reasonable cost or
in sufficient amounts to protect the Company against losses due to liability.
An inability to obtain insurance at an acceptable cost or to otherwise protect
against potential product liability could prevent or inhibit the
commercialization of this product.  In addition, a product liability claim or
recall could have a material adverse effect on the business or financial
condition of the Company.

Absence of Public Market; Instability of Stock Price

     The Company's Common Stock commenced to trade on the "Electronic
Bulletin Board" of the National Association of Securities Dealers, Inc.
("NASD") in the second quarter of 1994; however, there is no "established
trading market" in these shares of Common Stock.  If an established trading
market for the Company's Common Stock does develop in the future, there can be
no assurance that it will continue or be maintained.  Any market price for
shares of Common Stock of the Company is likely to be very volatile, like that
of many other biotechnological companies, and factors such as results of
clinical trials of the Company or its competitors, other evidence of safety or
efficacy of the Company's product, announcements of new commercial therapeutic
products by the Company or its competitors, governmental regulation,
developments in patents or proprietary rights by the Company or its
competitors and fluctuations in operating results may all have a significant
effect.  In addition, the stock markets generally have experienced and
continue to experience extreme price and volume fluctuations which have
affected the market price of many biotechnological companies and which have
often been unrelated to the operating performance of these companies.  These
broad market fluctuations, as well as general economic and political
conditions, may adversely affect the market price of the Company's Common
Stock.

Shares Eligible for Future Sale

     Present members of management, Karl Smith, A. Smith Associates and
A.K.S, Inc. (both of which are majority-owned by Mr. Smith) currently
beneficially own 126,000 shares of the Common Stock of the Company or
approximately .005% of its outstanding voting securities.  All of the Common
Stock owned by Dr. Drees and Mr. Hargreaves will have been beneficially owned
for two years, and subject to compliance with the applicable provisions of
Rule 144 of the Securities and Exchange Commission, each of these persons may
then commence to sell up to 1% of the outstanding securities of the Company in
any three month period.  Such sales could have a substantial adverse effect on
any public market that may then exist in the Company's Common Stock.  Further,
126,000 of the shares of Common Stock beneficially owned by A. Smith
Associates, A.K.S, Inc. and Mr. Smith are presently eligible to be sold in the
open market, having been acquired in private transactions.  Sales of any of
these shares by A. Smith Associates, A.K.S, Inc. or Mr. Smith may further
depress the thinly traded market for shares of Common Stock of the Company.
Sales of any of these shares by Dr. Drees, Mr. Hargreaves, A. Smith
Associates, A.K.S, Inc. and Mr. Smith could severely affect the ability of the
Company to secure the required debt or equity funding for the Company's
proposed business operations.  In addition, the Company has recently
registered 1,350,000 for public distribution.  See "Recent Developments."  For
additional information concerning the present market for shares of Common
Stock of the Company, see the caption "Market Price of and Dividends on the
Company's Common Equity and Other Stockholder Matters" of this Memorandum.
For information regarding Common Stock or option ownership of these persons,
see the caption "Security Ownership of Certain Beneficial Owners and
Management" of this Memorandum.

Voting Control

     Taking into account options to acquire shares of the Company's Common
Stock, which are held by others, Dr. Thomas C. Drees, its President/CEO and
Chairman of the Board of Directors, owns approximately 52.7% of the Company's
outstanding Common Stock.  He therefore has the ability to elect all of the
Company's directors, who in turn elect all executive officers, without regard
to the votes of other stockholders.  Dr. Drees may be deemed to have absolute
control over the management and affairs of the Company.  See the caption
"Security Ownership of Certain Beneficial Owners and Management" of this
Memorandum.

Management Has Broad Discretion to Use the Proceeds of the Offering

     Following this Offering, our management will have significant discretion
over the manner in which the proceeds of this Offering will be used to fund
operating expenses.  There can be no assurance that management will profitably
use or invest the proceeds available to it.  Unprofitable investment could
have a material adverse effect on our business.

Arbitrary Offering Price; The Offering Price May Not Reflect Actual Value

     The Offering Price per Unit has been arbitrarily determined by the
Company and the Placement Agent and may not be related to the Company's asset
value, net worth, book value, the market price of the Company's Common Stock
or any other established criteria of value.  The Offering Price should not,
however, be considered an indication of the actual value of the Company or our
securities.  The Offering Price does not bear any relationship to the assets,
net worth, results of operations, or other objective criteria of value
applicable to the Company.  Moreover, the Offering Price should not be viewed
as an indication of the future value of the Units or of the securities which
comprise the Units.  Accordingly, there can be no assurance that such shares
or warrants can ever be resold at the Offering Price, if at all.

     The foregoing risk factors do not purport to be a complete explanation
of all the risks involved in this Offering.  You should read this entire
Memorandum and the reports attached before determining whether to invest in
the Company and you should consult your own legal, tax, and financial advisors
with respect to any investment in the Company.

                            USE OF PROCEEDS

     The Units are being offered on a "best efforts, all or none" basis as to
the Minimum Offering of 4,000,000 Units ($2,000,000) and on a "best efforts"
basis as to the remaining 6,000,000 Units ($3,000,000).  If the Minimum
Offering is consummated, the Company will receive net proceeds of
approximately 1,750,000. If the Maximum Offering is consummated, the Company
will receive net proceeds of approximately $4,450,000.

                        Minimum   Percentage of  Maximum   Percentage of
                        Offering  Net Proceeds   Offering  Net Proceeds
Research and
Development, FDA
Animal Trials         $1,080,000      61.7%    $3,130,000     70.3%
Marketing and
Promotion                 50,000       2.8%        50,000      1.2%
Website Development       50,000       2.8%        50,000      1.2%
Working Capital (1)      570,000      32.7%     1,220,000     27.3%

Total                 $1,750,000       100%    $4,450,000      100%

(1)  Working capital includes payment of salaries for officers of the Company,
costs of possible joint ventures and/or strategic alliances, certain
outstanding debt, the costs of its anticipated Registration Statement filing
(see "Summary - Registration Rights") and other costs incurred in furtherance
of the Company's business objectives.  The Company may also use approximately
$92,000 to repay a short-term loan obtained for working capital in the event
the loan is not converted to Common Stock (See "Recent Developments").

     Once subscriptions for the Minimum Offering are received and accepted by
the Company, a closing will be held and the proceeds thereof will be made
available for use by the Company immediately.  If the Minimum Offering is not
raised, all subscriptions will be returned without interest or deduction.
Receipt of an insufficient number of subscriptions by the Company may impact
on the Company's business plan.  Management will have broad discretion in the
application of the proceeds of the Offering.  It is currently anticipated,
however, that the Company will use the net proceeds of the Offering for
operating expenses, including web site development and equipment costs,
marketing costs, research and development, FDA animal trials and obligations
already incurred to third party contractors and consultants.

     To the extent that the net proceeds of the Offering are not utilized
immediately, they will be held in deposit form, or invested in short-term
certificates of deposit, interest bearing deposits, short-term obligations of
the United States of America or prime commercial paper.

                           CAPITALIZATION

     The following table sets forth the Company's capitalization at March 31,
2000, and as adjusted to give effect to the consummation of the Minimum and
Maximum Offering and the receipt of the estimated net proceeds therefrom.


                              Actual       As Adjusted for Sale of
                                       Minimum Offering Maximum Offering


Stockholders Equity:
     Common Stock,
     $.001 par value,
     100,000,000 shares
     authorized;
     24,559,323 issued
     and outstanding.      $    24,559      $    28,559          $   34,559
Paid in Capital              1,227,447        1,877,447           5,677,447
Accumulated deficit         (2,065,671)      (2,065,671)         (2,065,671)
Total stockholders'
equity                        (813,665)        (159,665)          3,646,335

Total Capitalization         1,252,006        1,906,006           5,712,006

                     DESCRIPTION OF SECURITIES

     The Company is authorized to issue 100,000,000 shares of Common Stock,
par value $.001 per share. As of the date hereof, there were 24,559,323 shares
of Common Stock issued and outstanding.

Common Stock

     Subject to the rights of the holders of any shares of Preferred Stock
which may be issued in the future, holders of shares of Common Stock of the
Company are entitled to cast one vote for each share held at all stockholders'
meetings for all purposes, including the election of directors.  Directors are
elected each year at the Company's annual meeting of stockholders to serve for
a period of one year and until their respective successors have been duly
elected and qualified.

     Common stockholders have the right to share ratably in such dividends on
shares of Common Stock as may be declared by the Board of Directors out of
funds legally available therefor. Upon liquidation or dissolution, each
outstanding share of Common Stock will be entitled to share equally in the
assets of the Company legally available for distribution to stockholders after
the payment of all debts and other liabilities.

     Common stockholders have no pre-emptive rights.  There are no conversion
or redemption privileges or sinking fund provisions with respect to the Common
Stock.  All of the outstanding shares of Common Stock are, and all of the
shares of Common Stock offered hereby will be, validly issued, fully paid and
nonassessable.  The Common Stock does not have cumulative voting rights so
holders of more than 50% of the outstanding Common Stock can elect 100% of the
Directors of the Company if they choose to do so.

Warrants

The following discussion is subject to the terms and conditions of the
Warrants, a copy of which is annexed hereto as Exhibit D and subscribers are
referred to the Warrant for more detailed information.

     Terms.  Each Warrant entitles the holder to purchase one share of Common
Stock during an exercise period commencing on the date of issuance and
terminating on the last business day of the forty-eighth month following the
Initial Closing Date, at an exercise price equal to $.40 per share, subject to
adjustment in certain circumstances. The Warrants may be exercised in whole or
in part.  Unless exercised, the Warrants will automatically expire on the last
business day of the forty-eighth month following the Initial Closing Date.

     Registration Rights.  The Company has agreed to register for resale under
the Securities Act, the Warrants, Shares and Warrant Shares in a Registration
Statement to be filed by the Company 30 days after the final closing of this
Offering, and to cause the Registration Statement to become effective within
150 days after the final closing of this offering.  In the event that the
Company fails either to (i) cause the Registration Statement to be filed under
the Act 30 days after the Final Closing, or (ii) cause the Registration to
become effective 150 days after the final closing, then the exercise price of
the Warrants shall be reduced at the rate of $.05 for every 30 day delay, or
part thereof, in the effectiveness of the Registration Statement, but in no
event shall the exercise price be reduced less than $.001 per share.  The
Company shall keep the Registration Statement current and effective until 30
days after the termination of the exercise period of the Warrants.

     In connection with the registration process, the Company is required only
to use its best efforts to cause the Shares and the Warrant Shares covered by
the registration statement to be registered or otherwise qualified for sale in
the states designated by the Holders. It may in fact not be practicable to
qualify these securities for sale in every state in which Holders of the
Shares and the Warrants Shares reside.  Accordingly, it is possible that the
substantial restrictions on the transferability of the Shares and Warrant
Shares will continue, even after registration.

     Redemption.  Commencing one year after issuance, the Warrants are
redeemable, in whole or in part, at the option of the Company, for $.05 per
Warrant on not less than thirty days prior written notice, provided that (i)
the closing bid price of the Company's Common Stock is at least 200% of the
then current exercise price; and the trading volume of the Common Stock is not
less than 50,000 shares per day,  on each of the 20 consecutive trading days
ending within 10 days of the date of the notice of redemption; and (ii) the
Warrant Shares have been registered for public distribution under the
Securities Act.

Transfer Agent

     The transfer agent for the Company's Common Stock is Colonial Stock
Transfer Company, Inc., 455 E. 400 South, Suite 100, Salt Lake City, Utah
84111.

                       PLAN OF DISTRIBUTION

     Laidlaw Global Securities, Inc.,  the Placement Agent, has agreed,
subject to the terms and conditions contained in the Agency Agreement between
the Company and the Placement Agent, to act as the Placement Agent for the
sale by the Company of 4,000,000 Units, on a "best efforts, all-or-none" basis
and an additional 6,000,000 Units on a best efforts basis.  The Offering shall
commence on the date hereof and terminate on July 30, 2000, unless extended
for an additional 30 days by the Company and the Placement Agent (the
"Expiration Date").   The Company and the Placement Agent may increase the
maximum number of Units offered to 11,000,000 Units.

     The Placement Agent will receive a commission equal to 8% of the
aggregate purchase price of the Units sold ($160,000 if the minimum number of
Units are sold and $400,000 if the maximum number are sold).  In addition, the
Company shall pay the Placement Agent a non-accountable expense of 2% of the
gross proceeds of the Offering and reimburse the Placement Agent for expenses
incurred.

   The amount of such commissions and non-accountable expense allowance will
increase proportionally in the event the maximum number of Units offered
hereby is increased.

     Concurrent with, and as a condition precedent to, the closing of the
Offering, the Company shall sell to the Placement Agent (or its designated
affiliates)  warrants (the "Agent Warrants"), at a price of $.001 per warrant,
to purchase 10% of the Units sold in the Offering.  Such Agent's Warrants will
expire two years after the completion of this Offering.  The Agent Warrants
will be exercisable at $.001 per Unit. The Agent Warrants may be exercised as
to all or a lesser number of Units and will contain provisions for
registration of the resale of the underlying Common Stock at the Company's
expense, cashless exercise and for adjustment in the number of such shares and
the exercise price to prevent dilution.

     The Offering Price per Unit has been arbitrarily determined by the
Company and the Placement Agent and may not be related to the Company's asset
value, net worth, book value, the market price of the Company's Common Stock
or any other established criteria of value.

     The Company also has agreed to indemnify the Placement Agent against
certain liabilities in connection with the Offering under the Act.

Investor Suitability

     Sales of the Units will be made only to "accredited investors," as such
term is defined in rule 501 of Regulation D promulgated under the Securities
Act of 1933, as amended (the "Act").  Generally, to be an "accredited
investor," an investor who is a natural person must, at the time of his
purchase, (I) have a net worth, individually or jointly with one's spouse, in
excess of $1,000,000 or (II) have had an individual income in excess of
$200,000 in each of the two most recent years, or joint income with one's
spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year.  An
organization or entity subscribing for Units also may qualify as an
"accredited investor" if it is (U) a bank as defined in Section 3(a)(2) of the
Act or a savings and loan association or other institution defined in Section
3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;
a broker-dealer registered pursuant to Section 15 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); an insurance company as defined
in Section 2(13) of the Act; an investment company registered under the
Investment Company Act of 1940 or a business development company as defined in
Section 2(a)(48) of that Act; any Small Business Investment Company licensed
by the U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958; a plan established and maintained by a
state, its political subdivisions, or any agency or instrumentality thereof,
for the benefit of its employees, if such plan has total assets in excess of
$5,000,000; an employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 ("ERISA"), if the investment decision
is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is
either a bank, savings and loan association, insurance company or registered
investment adviser, or if the employee benefit plan has total assets in excess
of $5,000,000, or, if a self-directed plan, with investment decisions made
solely by persons that are accredited investors, (V) a private business
development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940, (W) an organization described in Section 503(c) of the
Internal Revenue Code, a corporation, Massachusetts or similar business trust
or partnership, not formed for the specific purpose of acquiring Units, with
total assets in excess of $5,000,000, (X) a director or officer of the
Company, (Y) a trust with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring Units, whose purchase is directed by a
sophisticated person and described in Rule 506(b)(2)(ii) of the Act or (Z) an
entity all of the equity owners of which are accredited investors, all as
defined in Regulation D.

Subscription Agreement and Procedures

     All subscriptions must be made by the execution and delivery of a
Subscription Agreement in the form attached to this Memorandum.  By executing
the Subscription Agreement, each purchaser will represent, among other things,
that (a) he is acquiring the Units being purchased by him for his own account,
for investment purposes and not with a view towards resale or distribution and
(b) immediately prior to his purchase, such purchaser satisfies the
eligibility requirements set forth in this Memorandum.  See "Investor
Suitability" above.  Notwithstanding the foregoing representations, the
Company has the right to revoke the offer made herein and to refuse to sell
Units to a particular subscriber if the subscriber does not promptly supply
all information requested by the Company or the Company disapproves the sale.

     In addition, since each purchaser will be subject to certain restrictions
on the sale, transfer or disposition of his Units as contained in the
Subscription Agreement and because there is only a limited market for the
Units, a purchaser must be prepared to bear the economic risk of an investment
in the Units for an indefinite period of time.  An investor in the Units,
pursuant to the Subscription Agreement and applicable law, will not be
permitted to transfer or dispose of the Units, unless they are registered or
unless such transaction is exempt from registration under the Act and other
applicable securities laws and in the case of a purportedly exempt sale, such
investor provides (at his own expense) an opinion of counsel reasonably
satisfactory to the Company that such exemption is, in fact, available.
Certificates representing the Notes and Common Stock comprising the Units will
bear a legend relating to such restrictions on transfer.

     Subscriptions are not binding on the Company until accepted by the
Company. The Company will refuse any subscription by giving written notice to
the Subscriber by personal delivery or first-class mail.  In its sole
discretion, the Company may establish a limit on the purchase of Units by a
particular purchaser.

     In order to subscribe for the Units, a prospective investor must deliver
the following documents to the Placement Agent:

     1. One completed and duly executed copy of the Subscription Agreement
(included in the Subscription Documents delivered with this Memorandum) with
signatures properly acknowledged;


     2. A check payable to "Pershing - Sanguine Special Account" in the full
amount of the subscription price for the Units subscribed.

Special Account

     All funds received on account of the sale of the Units will be placed in
an non-interest-bearing special account entitled "Sanguine Special Account"
with Donaldson, Lufkin & Jenrette Securities Corp., Pershing Division, New
York, New York.  Pershing will hold all of the proceeds from the Offering
until subscriptions for 4,000,000 Units have been received and accepted and it
receives notice from the Company of this fact.  Upon receipt of such notice, a
closing will be held and Pershing will release the subscription funds to the
Company.  If proceeds from the Offering are not received prior to the
Expiration Date, all subscription funds received will be returned by Pershing
to investors, without interest thereon, as soon as practicable thereafter.
Assuming the minimum number of Units is subscribed for and accepted and a
closing held, thereafter additional subscription funds will be placed into the
special account and additional closings will be held from time to time up to
the sale of an additional 6,000,000 Units.  Once the Maximum Offering Amount
has been subscribed for and accepted by the Company, a final closing will be
held.

                      INVESTOR QUALIFICATIONS

     The liquidity and significant risks associated with an investment in the
Company make the purchase of Units suitable only for investors who have
substantial net worth, who have no need for liquidity with respect to any
investment in the Company, who can bear the risk of a complete loss of the
investment, who understand and appreciate the nature of the risks involved
with such an investment and have reviewed all of the same with his tax, legal
and investment advisors, and who have adequate means for providing for current
foreseeable needs and personal contingencies.

     Only when the Company is reasonably satisfied with the answers contained
in the Confidential Prospective Investor Questionnaire section of the
Subscription Agreement, which will be relied upon by the Company, and the
Company concludes that a prospective investor meets the suitability and
sophistication tests described in this Memorandum will a subscription of a
prospective investor be accepted.

     Prior to the purchase of any Units, each prospective investor will be
required to complete and submit to the Company a Subscription Agreement in the
form annexed to this Memorandum as Exhibit "B".  Those prospective investors
using an investor representative must have their investor representative
complete and submit an investor representative questionnaire which will be
issued by the Company upon request.  Each prospective investor will be
required to represent that: (a) his commitment to all investments is
reasonable in relation to his net worth; (b) he has the requisite knowledge or
has relied upon the advice of his own counsel, accountants or others, each of
whom qualifies as an Investor Representative with regard to all of the
considerations involved in making this investment; (c) he will be acquiring
the Units for investment and not with a view to resale or distribution of the
Units or the Shares or Warrants included therein; (d) he is aware that the
right to transfer the Units as well as the securities underlying the Units is
restricted as set forth herein; (e) he has the financial ability to bear the
economic risk of the investment in the Company (including the complete loss of
the entire investment), adequate means of providing for his current and
anticipated needs and personal contingencies, and no need for liquidity with
respect to his investment in the Company; (f) his overall commitment to
investments which are not readily marketable is not disproportionate to his
net worth and his investment in Units will not cause such overall commitment
to become excessive; and (g) that he qualifies as an "accredited investor" as
defined in Regulation D promulgated under the Securities Act.  These
suitability standards shall apply unless state law in the state in which the
Offering is being made provides otherwise.

     In the event any Units are purchased by a person or an entity in a
fiduciary capacity for any other person (or for an entity in which such person
is deemed to be a "purchaser" or "investor" of the subject Units), the
suitability standards set forth above shall be applicable to such other
person(s) or entity(ies).

     Whether or not a prospective investor meets the suitability standards set
forth above, the Company and the Placement Agent reserve the right, in either
of their sole discretion, to reject any subscription, in whole or in part.  If
any information furnished or representations made by a prospective investor or
others acting on his or its behalf mislead the Company or the Placement Agent
in soliciting subscriptions for the Units, as to the financial or other
circumstances of such investor, or if, because of any error or
misunderstanding as to such circumstances, a copy of this Memorandum is
delivered to a prospective investor who does not meet the suitability
standards set forth above, the delivery of this Memorandum to such prospective
investor shall not be deemed to be an offer, and this Memorandum must be
returned to the Company immediately.

THE SUITABILITY STANDARDS DISCUSSED ABOVE REPRESENT MINIMUM SUITABILITY
STANDARDS FOR PROSPECTIVE INVESTORS. EACH PROSPECTIVE INVESTOR SHOULD
DETERMINE, AFTER CONSULTING WITH HIS TAX, LEGAL AND INVESTMENT ADVISORS,
WHETHER AN INVESTMENT IN THE COMPANY IS APPROPRIATE IN HIS PARTICULAR
CIRCUMSTANCES.

A BREACH BY AN INVESTOR OF ANY OF HIS REPRESENTATIONS MADE TO THE COMPANY
WHICH RESULTS IN A LOSS BY THE COMPANY OF THE EXEMPTION FROM REGISTRATION
AFFORDED BY REGULATION D  OR OTHER EXEMPTION BEING RELIED UPON, OR OTHER
DAMAGES, MONETARY AND OTHERWISE, WILL CAUSE SUCH INVESTOR TO BE LIABLE TO THE
COMPANY FOR ALL DAMAGES AND LOSSES PROXIMATELY CAUSED BY SUCH BREACH.

Access to Additional Information

     Each prospective investor will be afforded the opportunity to obtain any
additional information reasonably requested and to ask questions of, and
receive answers from, Dr. Thomas Drees, 101 East Green Street, #11, Pasadena,
California 91105, telephone number (626) 405-0079, or such other persons as
may be designated by the Company, concerning the terms and conditions of the
transaction, the information set forth herein and any additional information
that is requested and supplied to such prospective investor.  Complete access
to all agreements and other documents relating to the Company and its business
will be given to each prospective investor upon request to Dr. Drees.  In
addition, prospective investors are invited to review the Company's public
reports and filings in the EDGAR section of the Securities and Exchange
Commission's website: http://www.sec.gov.

                             Exhibit A

                            Form 10-KSB

                            Exhibit B

                       Subscription Agreement

                            Exhibit C

                   Form of Investor Questionnaire

                             Exhibit D

                          Form of Warrant

EX-99.2

PPM No:_____________

                         SANGUINE CORPORATION

                      PRIVATE PLACEMENT OFFERING
                               OF UNITS

Each Unit Consisting of
Two Shares of Common Stock and
One Redeemable Common Stock Purchase Warrant

                          SUPPLEMENT NO.  1
                         Dated August 1, 2000

     The Confidential Offering Memorandum of Sanguine Corporation dated May
18, 2000 is hereby amended and supplemented as follows:

1.   The Escrow Agent and wire transfer information have been changed and are
now as follows:
        Bank:            Chase NYC
        ABA#:            021 000 021
        For Credit to:   US Trust Co. of New York
        Account #:       920 1 073 195
        Account Name:    Laidlaw Global Securities-Sanguine Corp.
        Account #:       09085000
        Attn: Mike Grippa

        For those investors paying by check:
        Please make checks payable to: U.S. Trust Company of New York (print
        somewhere on check: "Laidlaw Global Securities-Sanguine Corp.  Acct.
        #09085000."

     To date, the Company has received and placed $ 505,485 into escrow.
These funds, previously held in the prior escrow account, have been
transferred to this new escrow account.

2.   The Company and Placement Agent have agreed to reduce the "minimum"
     offering amount from two million dollars ($2,000,000) to one million
     dollars ($1,000,000).  As a result, the Use of Proceeds section of the
     Memorandum has also changed to reflect the reduction in the minimum
     offering amount and is now as follows:

                           USE OF PROCEEDS

     The Units are being offered on a "best efforts, all or none" basis as to
the Minimum Offering of 2,000,000 Units ($1,000,000) and on a "best efforts"
basis as to the remaining 8,000,000 Units ($4,000,000).  If the Minimum
Offering is consummated, the Company will receive net proceeds of
approximately $ 850,000. If the Maximum Offering is consummated, the Company
will receive net proceeds of approximately $4,450,000.

                          Minimum Percentage of Maximum  Percentage of
                         Offering Net Proceeds  Offering Net Proceeds
Research and
Development, FDA
Animal Trials          $  722,500        85%   $3,130,000    70.3%
Marketing and
Promotion                     -0-         0%       50,000     1.2%
Website Development           -0-         0%       50,000     1.2%
Working Capital (1)       127,500        15%    1,220,000    27.3%

Total                  $  850,000       100%   $4,450,000     100%
________________________
(1)  Working capital includes payment of salaries for officers of the Company,
costs of possible joint ventures and/or strategic alliances, certain
outstanding debt, the costs of its anticipated Registration Statement filing
(see "Summary - Registration Rights") and other costs incurred in furtherance
of the Company's business objectives, including but not limited to marketing,
at the Company's sole discretion.  The Company may also use approximately
$92,000 to repay a short-term loan obtained for working capital in the event
the loan is not converted to Common Stock (See "Recent Developments").

     Once subscriptions for the Minimum Offering are received and accepted by
the Company, a closing will be held and the proceeds thereof will be made
available for use by the Company immediately.  If the Minimum Offering is not
raised, all subscriptions will be returned without interest or deduction.
Receipt of an insufficient number of subscriptions by the Company may impact
on the Company's business plan.  Management will have broad discretion in the
application of the proceeds of the Offering.  It is currently anticipated,
however, that the Company will use the net proceeds of the Offering for
operating expenses, including web site development and equipment costs,
marketing costs, research and development, FDA animal trials and obligations
already incurred to third party contractors and consultants.

     To the extent that the net proceeds of the Offering are not utilized
immediately, they will be held in deposit form, or invested in short-term
certificates of deposit, interest bearing deposits, short-term obligations of
the United States of America or prime commercial paper.

                            ACKNOWLEDGMENT

     The undersigned hereby acknowledges receipt of Supplement No. 1 dated
August 1, 2000 to the Offering Memorandum and confirm my subscription.

Dated:____________, 2000


Corporation/Trust Signature:       Individual(s) Signature:






Print Name of Entity Subscriber         Signature

By


                         Signature





Print Name and Title of            Print Name of Individual
Person Signing


                         Print Name of Individual

EX-99.3

                        CLOSING MEMORANDUM
                         August 29, 2000

                       SANGUINE CORPORATION

           PRIVATE PLACEMENT OF UP TO 10,000,000 UNITS
$.50 PER UNIT

                           DEFINITIONS

Total Subscription            Amount of Securities subscribed for, and
                              accepted, at Closing
                              ($817,985 for 1,635,970 Units).

Company                       Sanguine Corporation

Securities                    Units consisting of two shares of Common Stock,
                              $.001 par value per share, and one Redeemable
                              Common Stock Purchase Warrant entitling the
                              holder to purchase one share of Common Stock.

Special Account               Non-interest bearing special account with the
                              Escrow Agent.

Escrow Agent                  U.S. Trust Company of New York, Chase Bank

G&D                           Goldstein & DiGioia, LLP, counsel to the
                              Placement Agent

Burningham                    Leonard Burningham, Esq., counsel to the Company

Placement Agent               Laidlaw Global Securities, Inc.

     A.   Delivery by Company

          1.   Officer's Certificate

          2.   Secretary's Certificate

          3.   Subscription Agreements from Investors executed by the
               Company

          4.   Share Certificates with appropriate legends to investors

          5.   Letter to the Escrow Agent for release of funds from the
               Escrow Account

          6.   Certificate of Accepted Subscriptions

          7.   Cross Receipt

          8.   Placement Agent's Warrants

          9.   Legal Opinion of Burningham

          10.  Executed Placement Agency Agreement

          11.  Agreement to extend Offering Period to August 29, 2000

     B.   Delivery by the Placement Agent to the Company

            1. Delivery of the subscription agreements along with executed
               supplements and purchaser questionnaires for Units.

          2.   List of Investors (see Certificate of Accepted
               Subscriptions).

          3.   Certificate of Accepted Subscriptions.

     C.   Disbursements.

          1.   Payment to Company by wire of $691,506.24 giving effect to
               the deduction of (i) the Placement Agents' commission of
               $65,438.80 plus accountable expenses of $8,188.19; (ii)
               Burningham counsel fees amounting to $15,000; and (iii) G&D
               counsel fees, blue sky fees, copying costs and other related
               expenses of counsel amounting to $37,851.77 which includes
               $25,000 for Placement Agent fee, $10,000 for drafting
               offering documents, $2,500 blue sky fees and $351.77 for
               copying, mailing and other expenses of counsel.

          2.   Payment to Burningham by wire of $15,000 as payment for
               Company counsel fees

          3.   Payment to the Placement Agent by wire of $73,626.99 as
               payment for the commission and expenses.

          4.   Payment to G&D by wire of $37,851.77 as payment for counsel
               fees, blue sky fees, copying costs and other related
               expenses of counsel.

     D.   Cross-receipts between the Placement Agent and the Company for
payment of Placement Agent fee and share certificates.

EX-99.4

Name:

                        SUBSCRIPTION AGREEMENT
                                 FOR
                       PROSPECTIVE SUBSCRIBERS
                              OF UNITS
                        SANGUINE CORPORATION

INSTRUCTIONS:


I.      Items to be delivered by all Subscribers:

   a.   One (1) completed and executed Subscription Agreement.

   b.   One (1) completed and executed Subscriber Questionnaire.

   c.   Payment in the amount of subscription, by wire transfer of funds or
        check.
        All checks should be made payable to "Pershing - Sanguine Special
        Account".

Wire Transfer Instructions:

        Bank                Chase Manhattan Bank
        ABA #               021-000021
        Beneficiary         Donaldson Lufkin & Jenrette Securities Corp
                            Pershing Division
        Account #           xxxxxxxxxxxxxxxxx

        For Further Credit To:   Laidlaw Global Securities Inc.
                            Escrow Account For Private Placement
                            Sanguine Corporation
                            c/o Laidlaw Global Securities Inc.
        Account #           xxxxxxxxxxxxxx

ALL DOCUMENTS SHOULD BE RETURNED TO:

                       Mr. Roger Bendelac
                       Laidlaw Global Securities, Inc.
                       100 Park Avenue
                       New York, New York 10017

Tel. 212-376-8800

                      SUBSCRIPTION AGREEMENT

     The undersigned (the "Subscriber") hereby subscribes to purchase from
Sanguine Corporation, a Nevada corporation, (the "Company"), the number of
units, (the "Units") set forth on the signature page hereof, for a purchase
price of $.50 per Unit (the "Purchase Price").  Each Unit consists of two
shares of Common Stock,  par value $.001 per share (the "Shares") and one
Redeemable Common Stock Purchase Warrant (the "Warrants"). The Company is
offering a minimum of 4,000,000 Units and a maximum of 10,000,000 Units (the
"Offering").  Laidlaw Global Securities, Inc. has agreed to serve as Placement
Agent for the Offering.  The terms of the Offering and the Units, as well as
information regarding the Company, are set forth in the offering memorandum
(the "Memorandum") dated May 18, 2000, as amended from time to time, which has
been delivered to the Subscriber, receipt of which is hereby acknowledged.
All capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Memorandum.

Section 1.  Sale of Units

     Subject to the terms and conditions hereof and on the basis of the
representations and warranties hereinafter set forth, the Company hereby
agrees to issue and sell to the Subscriber and the Subscriber agrees to
purchase from the Company, upon Closing, the Units as described in the
Company's Memorandum at a price per Unit of $.50. The Company or the Placement
Agent may reject any subscription in whole or in part.

Section 2.  Escrow

     The Subscriber acknowledges and agrees that all subscription amounts
will be placed in a non-interest bearing special account pending receipt by
the Company of the minimum offering amount of 4,000,000 Units ("Minimum
Offering Amount").  Once the Minimum Offering Amount has been subscribed for
and accepted by the Company, an initial closing ("Initial Closing") will be
held as soon as practicable.  If the Minimum Offering Amount is not received
prior July 30, 2000 then all funds held in the special account shall be
returned to Subscribers without interest or deduction.  Assuming the Minimum
Offering Amount is subscribed for and accepted and a Closing held, thereafter
additional subscription funds will be placed into the special account and
additional closings will be held from time to time up to the sale of an
additional 6,000,000 Units unless increased by agreement of the Company and
the Placement Agent to up to 11,000,000 Units (the "Maximum Offering Amount").
Once the Maximum Offering Amount has been subscribed for and accepted by the
Company, a final closing will be held ("Final Closing").

Section 3.  Subscriber's Representations and Warranties.

     As an inducement to the Company to accept the subscription, the
Subscriber represents and warrants as follows:

     (A)  The Subscriber acknowledges and agrees that the offering and sale
of the Units, the Shares, the Warrants and the Company's common stock
underlying the Warrants (the "Warrant Shares") (collectively sometimes
referred to as the "Securities") are intended to be exempt from registration
under the Securities Act of 1933, as amended (the "Act"), by virtue of Section
4(2) of the Act, and Regulation D promulgated thereunder ("Regulation D").  In
accordance therewith and in furtherance thereof, the Subscriber represents and
warrants to and agrees with the Company as follows:

     The Subscriber is an Accredited Investor because the Subscriber
qualifies as one of the following:

                    (a)       a bank as defined in Section 3(a)(2) of
                              the Act;

                    (b)       a savings and loan association or other
                              institution as defined in Section
                              3(a)(5)(A) of the Act;

                    (c)       a broker or dealer registered pursuant to
                              Section 15 of the Securities Exchange Act
                              of 1934 as amended (the "Exchange Act");

                    (d)       an insurance company as defined in Section
                              2(13) of the Act;

                    (e)       an investment company registered under the
                              Investment Company Act of 1940, as amended
                              or a business development company as
                              defined in Section 2(a)(48) of such act;

                    (f)       a Small Business Investment Company
                              licensed by the U.S. Small Business
                              Administration under Section 301(c) or (d)
                              of the Small Business Investment Act of
                              1958;


                    (g)       an employee benefit plan within the
                              meaning of Title I of the Employee
                              Retirement Income Security Act of 1974, as
                              amended, if the investment decision is
                              made by a plan fiduciary, as defined in
                              Section 3(21) of such Act, which is either
                              a bank, savings and loan association,
                              insurance company, or registered
                              investment adviser, or if the employee
                              benefit plan has total assets in excess of
                              $5,000,000 or, if a self-directed plan,
                              with investment decisions made solely by
                              persons that are accredited investors;

                    (h)       a private business development company as
                              defined in Section 202(a)(22) of the
                              Investment Advisers Act of 1940, as
                              amended;

                    (i)       an organization described in Section
                              501(c)(3) of the Internal Revenue Code,
                              Massachusetts or similar business trust,
                              or partnership, not formed for the
                              specific purpose of acquiring the
                              securities offered, with total assets in
                              excess of $5,000,000;

                    (j)       a natural person whose individual net
                              worth or joint net worth with that
                              person's spouse, at the time of his
                              purchase exceeds $l,000,000;

                    (k)       a natural person who had an individual
                              income in excess of $200,000 in each of
                              the two most recent years or joint income
                              with that person's spouse in excess of
                              $300,000 in each of those years and has a
                              reasonable expectation of reaching the
                              same income level in the current year;

                    (l)       a trust, with total assets in excess of
                              $5,000,000, not formed for the specific
                              purpose of acquiring the securities
                              offered, whose purchase is directed by a
                              sophisticated person as described in Rule
                              506(b)(2)(ii) or the Exchange Act; or

                    (m)       an entity in which all of the equity
                              owners are accredited investors.  (If this
                              alternative is checked, the Subscriber
                              must identify each equity owner and
                              provide statements signed by each
                              demonstrating how each qualifies as an
                              accredited investor.)

     (B)  The Subscriber hereby represents and warrants that the Subscriber
is acquiring the Securities hereunder for its own account for investment and
not with a view to distribution, and with no present intention of distributing
the Securities or selling the Securities for distribution, but subject,
nevertheless, to any requirement of law that the disposition of its property
shall at all times be within its control.  The Subscriber understands that the
Securities are being sold to the Subscriber in a transaction which is exempt
from the registration requirements of the Securities Act.  The Subscriber's
acquisition of the Securities shall constitute a confirmation of the foregoing
representation and warranty and understanding thereof.

     (C)  The Subscriber (or its Purchaser Representative  (as that term is
defined in Rule 501(h) of Regulation D) if any) has such knowledge and
experience in financial and business matters as is required for evaluating the
merits and risks of making this investment, and the Subscriber or its
Purchaser Representative has received such information requested by the
Subscriber concerning the business, management and financial affairs of the
Company in order to evaluate the merits and risks of making this investment.
Further, the Subscriber acknowledges that the Subscriber has had the
opportunity to ask questions of, and receive answers from, the officers of the
Company concerning the terms and conditions of this investment and to obtain
information relating to the organization, operation and business of the
Company and of the Company's contracts, agreements and obligations.  No
representation or warranty is made by the Company to induce the Subscriber to
make this investment, and any representation or warranty not made herein is
specifically disclaimed.

     (D)  The Subscriber is making the foregoing representations and
warranties with the intent that they may be relied upon by the Company in
determining the suitability of the sale of the Securities to the Subscriber
for purposes of U.S. federal and state securities laws.

     (E)  The Subscriber further acknowledges that the Subscriber has been
advised that the Securities being purchased by the Subscriber hereunder have
not been registered under the provisions of the Act and that the Company has
represented to the Subscriber (assuming the veracity of the representations of
the Subscriber made herein) that the Securities have been offered and sold by
the Company in reliance upon an exemption from registration provided in
Section 4(2) of the Act and Regulation D thereunder.

     (F)  In entering into this Agreement and in purchasing the Securities,
the Subscriber further acknowledges that:

               (i)  The Company has informed the Subscriber that the
               Securities have not been offered for sale by means of
               general advertising or solicitation.

               (ii) The Securities may not be resold by the Subscriber in
               the absence of a registration under the Act or exemption
               from registration.  In particular, the Subscriber is
               aware that the Securities will be "restricted
               securities", as such term is defined in Rule 144
               promulgated under the Securities Act ("Rule
               144"), and they may not be sold pursuant to Rule
               144, unless the conditions thereof are met.

               (iii) The following legend (or similar language) shall be
               placed on the certificate(s) evidencing the Securities:

                    "The securities represented by this certificate
                    have not been registered under the Securities
                    Act of 1933, as amended ("Act"), and may not be
                    offered or sold except (i) pursuant to an
                    effective registration statement under the Act
                    or (ii) upon the delivery by the holder to the
                    Company of an opinion of counsel, reasonably
                    satisfactory to counsel to the Company, stating
                    that an exemption from registration under such
                    Act is available."

               (iv)  The Company may at any time place a stop transfer
               order on its transfer books against the Securities.  Such
               stop order will be removed, and further transfer of the
               Securities will be permitted upon an effective registration
               of the respective Securities, or the receipt by the Company
               of an opinion of counsel satisfactory to the Company that
               such further transfer may be effected pursuant to an
               applicable exemption from registration.

               (v)  The purchase of the Securities involves risks which the
               Subscriber has evaluated, and the Subscriber is able to bear
               the economic risk of the purchase of such securities and the
               loss of its entire investment.

     (G)  The Subscriber has completed the accompanying Purchaser
Questionnaire and has delivered it herewith and represents and warrants that
it is accurate and true in all respects  and that it accurately and completely
sets forth the financial condition of the Subscriber on the date hereof.  The
Subscriber has no reason to expect there will be any material adverse change
in its financial condition and will advise the Company of any such changes
occurring prior to the closing or termination of the Offering.

     (H)  The Subscriber has received a copy of the Memorandum, has
carefully reviewed it and the exhibits attached thereto and has carefully
evaluated the risks set forth under the "Risk Factors" in the Memorandum of
the Company, and understands and has relied only on the information provided
therein.

     (I)  The Subscriber has had a reasonable opportunity to ask questions
of and receive answers from a person acting on behalf of the Company
concerning the offering of the Securities and all such questions have been
answered to the full satisfaction of the Subscriber.

     (J)  The Subscriber is not subscribing for any of the Securities as a
result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or
broadcast over television or radio, any seminar or meeting, or any
solicitation of a subscription by a person not previously known to the
Subscriber in connection with investments in securities generally.

     (K)  The Subscriber has reached the age of majority in the state in
which the Subscriber resides, has adequate means of providing for the
Subscriber's current needs and personal contingencies, is able to bear the
substantial economic risks of an investment in the Securities for an
indefinite period of time, has no need for liquidity in such investment.

     (L)  The Subscriber's overall commitment to investments that are not
readily marketable is not, and his acquisition of Securities will not cause
such overall commitment to become, disproportionate to his net worth.

     (M)  The Subscriber understands that the Company shall have the right
to accept or reject this subscription in whole or in part.  Unless this
subscription is accepted in whole or in part by the Company prior to the
expiration of the Offering Period,  (as such term is defined in the
Memorandum), this subscription shall be deemed rejected in whole.

     (N)  It never has been represented, guaranteed or warranted by any
broker, the Company, any of the officers, directors, stockholders, partners,
employees or agents of either of the Company, or any other persons, whether
expressly or by implication, that:

               (i)  the Company or the Subscriber will realize any given
          percentage of profits and/or amount or type of consideration,
          profit or loss as a result of the Company's activities
          or the Subscriber's investment in the Company; or

               (ii) the past performance or experience of the management
          of the Company, or of any other person, will in any way indicate
          the predictable results of the ownership of the Securities or of
          the Company's activities.

     (O)  No oral or written representations have been made other than as
stated in the Memorandum, and no oral or written information furnished to the
Subscriber or the Subscriber's advisor(s) in connection with the Offering were
in any way inconsistent with the information stated in the Memorandum.

     (P)                                            (insert name of
Purchaser Representative:  if none leave blank)  has acted as the Subscriber's
Purchaser Representative for purposes of the private placement exemption under
the Act.  If the Subscriber has appointed a Purchaser Representative the
Subscriber has been advised by his Purchaser Representative as to the merits
and risks of an investment in the Company in general and the suitability of an
investment in the Securities for the Subscriber in particular.

Section 4.  Indemnification.

     The Subscriber agrees to indemnify and hold harmless the Company, the
officers, directors, employees, agents, counsel and affiliates of the Company,
and each other person, if any, who controls the Company,  within the meaning
of Section 15 of the Act or Section 20 of the Securities and Exchange Act of
1934, as amended, against any and all losses, liabilities, claims, damages and
all expenses reasonably incurred in investigating, preparing or defending
against any litigation commenced or threatened or any claim whatsoever
arising out of or based upon any false representation or warranty or breach or
failure by the Subscriber to comply with any covenant or agreement made by the
Subscriber herein or in any other document furnished by the Subscriber to any
of the foregoing in connection with this transaction.

Section 5.   Binding Effect of Subscription.

     The Subscriber hereby acknowledges and agrees, subject to any applicable
state securities laws that the subscription and application hereunder are
irrevocable, that the Subscriber is not entitled to cancel, terminate or
revoke this Subscription Agreement and that this Subscription Agreement shall
survive the death or disability of the Subscriber and shall be binding upon
and inure to the benefit of the Subscriber and his heirs, executors,
administrators, successors, legal representatives, and assigns.  If the
Subscriber is more than one person, the obligations of the Subscriber
hereunder shall be joint and several, and the agreements, representations,
warranties, and acknowledgments herein contained shall be deemed to be made by
and be binding upon each such person and his heirs, executors, administrators,
successors, legal representatives, and assigns.

Section 6.   Representations and Warranties of the Company.

     The Company represents and warrants to, and agrees with, each Subscriber
as follows:

          (a)  The Company is duly organized, validly existing and in good
standing under the laws of its state of incorporation, with all requisite
power and authority to own, lease, license, and use its properties and assets
and to carry out the business in which it is engaged, except where the failure
to have or be any of the foregoing may not necessarily be expected to have a
material adverse effect on the Company's presently conducted businesses.  The
Company is duly qualified to transact the business in which it is engaged and
is in good standing as a foreign corporation in every jurisdiction in which
its ownership, leasing, licensing or use of property or assets or the conduct
of its business make such qualification necessary, except where the failure to
be so qualified may not be expected to have a material adverse effect upon the
Company's business.

          (b)  The Company is authorized to issue 100,000,000 shares of
which all are Common Stock, $.001 par value per share.  As of March 31, 2000,
there were 24,559,323 shares of Common Stock issued and outstanding.

          (c)  The Company has all requisite power and authority to
execute, deliver and perform its obligations under this Agreement, to issue,
sell and deliver the Units.  This Agreement has been duly authorized by the
Company, and when executed and delivered by the Company, will constitute the
legal, valid and binding obligation of the Company, enforceable as to the
Company in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance or
transfer, moratorium or other laws or court decisions, now or hereinafter in
effect, relating to or affecting the rights of creditors generally and as may
be limited by general principles of equity and the discretion of the court
having jurisdiction in an enforcement action (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

          (d)  No consent, authorization, approval, order, license,
certificate or permit of or from, or declaration or filing with, any federal,
state, local or other governmental authority or any court or any other
tribunal is required by the Company for the execution, delivery or performance
by the Company of this Agreement or the execution, issuance, sale or delivery
of the Units.

          (e)  No consent of any party to any material contract, agreement,
instrument, lease, license, arrangement or understanding to which the Company
is a party or to which any of its properties or assets are subject is required
for the execution, delivery or performance by the Company of this Agreement,
or the execution, issuance, sale or delivery of the Units.

          (f)  The execution, delivery and performance of this Agreement
will not violate, result in a breach of, conflict with (with or without the
giving of notice or the passage of time or both) or entitle any party to
terminate or call a default under any material contract, agreement,
instrument, lease, license, arrangement or understanding or violate or result
in a breach of any term of the certificate of incorporation or by-laws of, or
conflict with any law, rule, regulation, order, judgment or decree binding
upon, the Company or to which any of its operations, businesses, properties or
assets are subject which individually or in the aggregate do not have a
material adverse effect upon the operations, business, properties or assets of
the Company.

          (g)  The Shares and Warrants, upon delivery to the Subscriber,
will  be validly issued, fully paid and nonassessable and will not be issued
in violation of any preemptive or other rights of stockholders known to the
Company.

Section 7.     Registration Rights.

          7.1. Registration. The Company hereby agrees to register for
resale under the Act, the Warrants, Shares and Warrant Shares in a
Registration Statement to be filed by the Company 30 days after the Final
Closing of the Offering, and to cause the Registration Statement to become
effective within 150 days after the Final Closing of the Offering.  In the
event that the Company fails either to (i) cause the Registration Statement to
be filed under the Act 30 days after the Final Closing, or (ii) cause the
Registration to become effective 150 days after the final closing, then the
exercise price of the Warrants shall be reduced at the rate of $.05 for every
30 day delay, or part thereof, in the effectiveness of the Registration
Statement, but in no event shall the exercise price be less than $.001 per
share.  The Company shall keep the Registration Statement current and
effective until 180 days after the termination of the exercise period of the
Warrants.  The rights contained herein are for the benefit of, and may be
enforced by, the Subscribers and te Holders of the Shares, Warrants and
Warrant Shares.

          7.2. Covenants of the Company With Respect to Registration. In
connection with any registration under Section 7.2  hereof, the Company
covenants and agrees as follows:

          (a) The Company shall use its reasonable best efforts to have any
registration statements filed with the SEC including the Shares declared
effective at the earliest possible time, and shall furnish each holder of such
Shares (the "Holder") desiring to sell Shares such number of prospectuses as
shall reasonably be requested. The Company shall keep effective any
registration or qualification contemplated by this Section 7 and shall from
time to time amend or supplement each applicable registration statement,
preliminary prospectus, final prospectus, application, document and
communication for such period of time as set forth in Section 7.1 herein.

          (b) The Company shall pay all costs (excluding fees and expenses
of Holder(s) counsel, accounting and any underwriting or selling commissions),
fees and expenses in connection with all registration statements filed
pursuant to Section 7.2 hereof including, without limitation, the Company's
legal and accounting fees, printing expenses, blue sky fees and expenses;
provided that the Company shall not be responsible for transfer taxes, fees
and disbursement of accountants and counsel for Holders, and other related
selling expenses incurred by Holders.

          (c) The Company will use reasonable efforts to qualify the Shares
included in a registration statement for offering and sale under the
securities or blue sky laws of such states as reasonably are requested by the
Holder(s), provided that the Company shall not be obligated to execute or file
any general consent to service of process or to qualify as a foreign
corporation to do business under the laws of any such jurisdiction or to
subject itself to taxation in any such jurisdiction.

          (d)  (i) Subject to the conditions set forth below, the Company
agrees to indemnify and hold harmless the Holder, any holder of any of the
Shares, their officers, directors, partners, employees, agents and counsel,
and each person, if any, who controls any such person within the meaning of
Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), from and against any and all loss, liability,
charge, claim, damage and expense whatsoever (which shall include, for all
purposes of this paragraph (d), but not be limited to, reasonable attorneys'
fees and any and all expense whatsoever reasonably incurred, and any and all
amounts paid in settlement of any claim or litigation), as and when incurred,
arising out of, based upon, or in connection with (A) any untrue statement or
alleged untrue statement of a material fact contained (Y) in any registration
statement, final prospectus, or any amendment or supplement thereto, or (Z) in
any application or other document or communication (in this paragraph 7(d)
collectively called an "application") executed by or on behalf of the Company
filed in any jurisdiction in order to register or qualify any of the Shares
under the securities or blue sky laws thereof; or any omission or alleged
omission to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, unless such statement or
omission was made in reliance upon and in conformity with written information
furnished to the Company with respect to the Holder or any holder of any of
the Shares by or on behalf of such Holder or such other holder expressly for
inclusion in any such registration or final prospectus, or any amendment or
supplement thereto, or in any application, as the case may be, or (B) any
breach of any representation, warranty, covenant or agreement of the Company
contained in this Warrant.

               (ii) The Holder and any other Holder of Shares agrees to
indemnify and hold harmless the Company, its officers, directors, employees,
agents or counsel and each other person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act, to the same extent as the foregoing indemnity from the Company to the
Holder and such other Holder in paragraph 7.2(d)(i), but only with respect to
statements or omissions, if any, made in any registration statement,
preliminary prospectus, or final prospectus (as from time to time amended and
supplemented), or any amendment or supplement thereto, or in any application,
in reliance upon and in conformity with written information furnished to the
Company with respect to the Holder or such other Holder or their plan of
distribution, by or on behalf of the Holder or such other Holder expressly for
inclusion in any such registration statement, preliminary prospectus, or final
prospectus, or any amendment or supplement thereto, or in any application, as
the case may be.  If any action shall be brought against the Company or any
other person so indemnified based on any such registration statement,
preliminary prospectus, or final prospectus, or any amendment or supplement
thereto, or in any application, and in respect of which indemnity may be
sought against the Holder pursuant to this paragraph 7.2(d)(ii), the Holder
and such other Holder shall have the rights and duties given to the Company,
and the Company and each other person so indemnified shall have the rights and
duties given to the indemnified parties, by the provisions of paragraph
7.2(d)(i).

               (iii)     Promptly after receipt by any person in respect of
which indemnity may be sought pursuant to this Section 7.2 (an "Indemnified
Party") of notice of any claim or the commencement of any action, the
Indemnified Party shall, if a claim in respect thereof is to be made against
the person against whom such indemnity may be sought (an "Indemnifying Party")
notify the Indemnifying Party in writing of the claim or the commencement of
such action; provided that the failure to notify the Indemnifying Party shall
not relieve it from any liability which it may have to an Indemnified Party
otherwise than under this Section 7.2(d) except to the extent of any actual
prejudice resulting therefore. If any such claim or action shall be brought
against an Indemnified Party and it shall notify the Indemnifying Party
thereof, the Indemnifying Party shall be entitled to participate therein, and,
to the extent that it wishes, jointly with any other similarly notified
Indemnifying Party, to assume the defense thereof with counsel reasonably
satisfactory to the Indemnified Party. After notice from the Indemnifying
Party to the Indemnified Party of its election to assume the defense of such
claim or action, the Indemnifying Party shall not be liable to the Indemnified
Party for any legal or other expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof other than reasonable costs of
investigation; provided that the Indemnified Party shall have the right to
employ separate counsel to represent the Indemnified Party in connection with
any claim in respect of which indemnity may be sought by the Indemnified Party
against the Indemnifying Party, but the fees and expenses of such counsel
shall be for the account of such Indemnified Party unless (A) the Indemnifying
Party and the Indemnified Party shall have mutually agreed in writing to the
retention of such counsel or (B) the Indemnifying Party shall not have assumed
the defense thereof with counsel reasonably satisfactory to the Indemnified
Party or (C) in the opinion of counsel to such Indemnified Party,
representation of both parties by the same counsel would be inappropriate due
to actual or potential conflicts of interest between them, it being understood
however, that the Indemnifying Party shall not, in connection with any one
such claim or action or separate but substantially similar or related claims
or actions in the same jurisdiction arising out of the same allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (together with local counsel) at any time for all
Indemnified Parties. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any claim or
pending or threatened proceeding in respect of which the Indemnified Party is
or could have been a party and indemnity could have been sought hereunder by
such Indemnified Party and such settlement includes an unconditional release
of such Indemnified Party from all liability arising out of such claim or
proceeding. Whether or not the defense of any claim or action is assumed by
the Indemnifying Party, such Indemnifying Party will not be subject to any
liability for any settlement made without its consent, which consent will not
be unreasonably withheld.

          (e) Nothing contained in this Agreement shall be construed as
requiring the Holder(s) to exercise their Warrants prior to the initial filing
of any registration statement or the effectiveness thereof.

          (f) The Company as soon as practicable, but in any event not later
than 45 days after the end of the 12-month period beginning on the day after
the end of the fiscal quarter of the Company during which the effective date
of the registration statement occurs (90 days in the event that the end of
such fiscal quarter is the end of the Company's fiscal year), shall make
generally available to its security holders, in the manner specified in Rule
158(b) of the Rules and Regulations, and to the Holder, an earnings statement
which will be in the detail required by, and will otherwise comply with, the
provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and
Regulations, which statement need not be audited unless required by the Act,
covering a period of at least 12 consecutive months after the effective date
of the Registration Statement.

          (g)  In connection with the registration of the Shares, the
Holders shall have the following obligations:

               (i)  It shall be a condition precedent to the obligations
          of the Company to complete the registration pursuant to this
          Agreement with respect to the Shares of a particular Holder that
          such Holder shall furnish to the Company such information in
          writing regarding itself, the Shares held by it, and the intended
          method of disposition of the Shares held by it, as shall be
          reasonably required to effect the registration of such Shares,
          including without limitation a statement as to the number of
          Shares proposed to be sold and the intended method(s) of
          distribution and a statement of the firm intent of such Holder to
          offer Shares for sale. In addition, each Holder shall execute such
          other documents in connection with such registration as the
          Company may reasonably request. At least five (5) days prior to
          the first anticipated filing date of the Registration Statement,
          the Company shall notify each Holder of the information the
          Company requires from each such Holder (the "Requested
          Information") if such Holder elects to have any of such Holder's
          Shares included in the Registration Statement. If at least two (2)
          business days prior to the filing date the Company has not
          received the Requested Information from a Holder (a "Non-
          Responsive Holder"), then the Company may file the Registration
          Statement without including Shares of such Non-Responsive Holder;

               (ii) Each Holder, by such Holder's acceptance of the
          Shares, agrees to cooperate with the Company as reasonably
          requested by the Company in connection with the preparation and
          filing of the Registration Statement hereunder, unless such Holder
          has notified the Company in writing of such Holder's election to
          exclude all of such Holder's Shares from the Registration
          Statement; and

               (iii)     Each Holder agrees that, upon receipt of any notice
          from the Company of (A) the happening of any event as a result of
          which the prospectus included in the registration statement, as
          then in effect, includes an untrue statement of a material fact or
          omits to state a material fact required to be stated therein or
          necessary to make the statements therein in light of the
          circumstances under which they were made, not misleading; or (B)
          the issuance by the SEC of any stop order or other suspension of
          the effectiveness of the registration statement, such Holder will
          immediately discontinue disposition of Shares pursuant to the
          Registration Statement covering such Shares until such Holder's
          receipt of the copies of a supplemented or amended Prospectus in
          the case of all event described in clause (A) above, or a notice
          of the removal of any suspension in the case of an event described
          in clause (B) above. If so directed by the Company, such Holder
          shall deliver to the Company or destroy (and deliver to the
          Company a certificate of destruction) all copies in such Holder's
          possession of the prospectus covering such Shares at the time of
          receipt of such notice.


Section 8.  Miscellaneous.

     A.   No Waiver.  Neither this Subscription Agreement nor any provisions
hereof shall be waived, modified, discharged, or terminated except by an
instrument in writing signed by the party against whom any such waiver,
modification, discharge, or termination is sought.

     B.   Notices.  Any notice, demand or other communication which any
party hereto may be required, or may elect, to give to anyone interested
hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a
United States mail box, stamped, registered or certified mail, return receipt
requested, addressed to such address as may be listed on the books of the
Company or (b) delivered personally at such address.

     C.   Execution.  This Subscription Agreement may be executed through
the use of separate signature pages or in any number of counterparts, and each
of such counterparts shall, or all purposes, constitute one agreement binding
on all parties, notwithstanding that all parties are not signatories to the
same counterpart.

     D.   Entire Agreement.  This Subscription Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and there
are no representations, covenants or other agreements except as stated or
referred to herein, and any representations or warranties not contained herein
are disclaimed.

     E.   Severability.  Each provision of this Subscription Agreement is
intended to be severable from every other provisions, and the invalidity or
illegality of any portion hereof, shall not affect the validity or legality of
the remainder hereof.

     F.   Non-Assignability.  This Subscription Agreement is not
transferable or assignable by the Subscriber except as may be provided herein.

     G.   Law Governing.  This Subscription Agreement shall be governed by
and construed in accordance with the laws of the State of Nevada.

          (i)  The Company irrevocably submits to the non-exclusive
jurisdiction of any New York State or United States federal court sitting in
the Borough of Manhattan, New York City, New York, U.S.A., and any appellate
court from any thereof (the "Specified Courts"), over any suit, action or
proceeding brought by the Placement Agent or any selling group member or by
any person who controls the Placement Agent or any selling group member, or
any Subscriber or Holder of a Unit, Share or Unit Warrant, against it arising
out of or based upon this Subscription or the Offering (a "Related
Proceeding"). The Company waives any objection to Related Proceedings in such
courts whether on the  grounds of venue, residence or domicile or on the
ground that the Related Proceedings have been  brought to an inconvenient
forum. Notwithstanding the foregoing, any action based on this Agreement may
be instituted by the Placement Agent or any selling group member, any
Subscriber or Holder of a Unit, Share or Unit Warrant or by any  person who
controls the Placement Agent or any selling group member, any Subscriber or
Holder of a Unit, Share or Unit Warrant in any competent court in New York.

     (H)  Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the Company, the Subscribers, and the Placement Agent
and their respective successors and permitted assigns.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

                              SANGUINE CORPORATION



          By_________________________________
                                   Dr. Thomas Drees, Chairman




     Please countersign and return one copy of this Subscription Agreement,
together with the completed Investor Questionnaire to the Company.  A
countersigned copy of this Subscription Agreement will be returned to the
Subscriber, together with the Units.  For the purpose of having the
certificates prepared, please indicate the exact manner in which the Share and
Warrant Certificates are to be made out in the space provided for below.

Subscription Amount:
($.50  Per Unit)                        $
($250,000 minimum)

                                   FOR INDIVIDUALS:




                                   (Print Name)


Dated: _____________, 2000              ___________________________
                                   (Signature)




                                   (Print Name)


Dated: _________, 2000                  ____________________________
                                   (Signature)

                                   FOR CORPORATIONS:




                                   Name of Company

                                   By:

                                   Name:
Dated: ___________, 2000                Title:


     Please countersign and return one copy of this Subscription Agreement,
together with the completed Investor Questionnaire to the Company.  A
countersigned copy of this Subscription Agreement will be returned to the
Subscriber, together with the Share and Warrant certificates.  For the purpose
of having the certificates prepared, please indicate the exact manner in which
the certificate is to be made out in the space provided for below.


Subscription Amount:               $__________________________
($.50 Per Unit)
($250,000 minimum)

                              FOR PARTNERSHIPS:




                              Name of Partnership




                              Name of Authorized Partner



Dated: ______________, 2000        ______________________________
                              Signature of Authorized Partner


                              FOR TRUSTS:




                              Name of Trust




                              Name of Authorized Trustee


Dated: __________, 2000            ______________________________
                              Signature of Authorized
                                Trustee

     Please countersign and return one copy of this Subscription Agreement,
together with the completed Investor Questionnaire to the Company.  A
countersigned copy of this Subscription Agreement will be returned to the
Subscriber, together with the Share and Warrant certificates.  For the purpose
of having the certificates prepared, please indicate the exact manner in which
the certificate is to be made out in the space provided for below.

Subscription Amount:               $
($.50 Per Unit)
($250,000 minimum)

                              FOR QUALIFIED PENSION PLANS:




                              Name of Qualified Pension Plan


                                        and




                              Name of Authorized Plan Fiduciary


Dated:______________, 2000         _________________________________
                              Signature of Authorized Plan Fiduciary

                                        or




                              Name of Authorized Plan Beneficiary

                                        or

Dated: ___________, 2000                __________________________________
                              Signature of Authorized Plan Beneficiary

EX-99.5

                       SANGUINE CORPORATION

       Private Placement Offering of up to 10,000,000 Units
           ___________________________________________

Each Unit consisting of two shares of the Company's Common Stock and one
             Redeemable Common Stock Purchase Warrant

                       QUALIFIED PURCHASER
                          QUESTIONNAIRE



                    SIGNATURE REQUIRED ON PAGE 22

            CONFIDENTIAL QUALIFIED PURCHASER QUESTIONNAIRE

        THIS QUESTIONNAIRE IS TO BE COMPLETED BY EACH PERSON WHO DESIRES TO
PURCHASE UNITS OF SANGUINE CORPORATION (THE "COMPANY"), IN CONNECTION WITH THE
PROPOSED PRIVATE PLACEMENT OF A MINIMUM OF 4,000,000 UNITS AND A MAXIMUM OF
10,000,000 UNITS (THE "OFFERING").  THIS MATERIAL DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.  THIS OFFERING
WILL BE MADE SOLELY PURSUANT TO THE TERMS AND CONDITIONS OF THE CONFIDENTIAL
PRIVATE PLACEMENT MEMORANDUM DATED MAY 18, 2000 (THE "MEMORANDUM") AND THE
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") WHICH CONTAIN MATERIAL
INFORMATION REQUIRED TO BE REVIEWED IN CONNECTION WITH ANY INVESTMENT
DECISION.

        The Units of Sanguine Corporation, a company as described in the
Memorandum dated May 18, 2000, are being offered without registration under
the Securities Act of 1933, as amended (the "Act"), or the securities laws of
any state or any other jurisdiction, in reliance on the exemption contained in
Section 4(2) of the Act and Regulation D promulgated thereunder and on similar
exemptions under applicable state laws.  Under Regulation D of the Act and/or
certain state laws, the Company is required to determine that an individual,
or an individual together with a "purchaser representative" or each individual
equity owner of an "investing entity" meets certain suitability requirements
before selling Units to such individual or entity.  You understand that the
Company will rely upon the following information to determine whether you meet
such suitability requirements.  THE COMPANY WILL NOT SELL UNITS TO ANY
INDIVIDUAL WHO HAS NOT FILLED OUT, AS THOROUGHLY AS POSSIBLE, A QUESTIONNAIRE.
IN THE CASE OF AN INVESTOR THAT IS A PARTNERSHIP, TRUST, CORPORATION OR OTHER
ENTITY, AN AUTHORIZED OFFICER, OR GENERAL PARTNER OR EACH EQUITY OWNER OR
BENEFICIARY, AS APPLICABLE, MUST COMPLETE A QUESTIONNAIRE.

This questionnaire is merely a request for information and does not constitute
an offer to sell or a solicitation of an offer to buy Units or any other
security of the Company.  No sale will occur prior to the acceptance of any
subscription by the Company.  Investors should also understand that they may
be required to furnish additional information to the Company.

                             INSTRUCTIONS

     The Units are being offered by the Company.  The purpose of this
Questionnaire is to determine whether you meet certain standards, because the
Units will not be registered under the Act and will be sold only to persons
who are "Accredited Investors," as that term is defined in Rule 501 (a) of
Regulation D, promulgated under the Act.  The Units are referred to
collectively herein as the "Securities."

   Your answers will be kept confidential.  At all times, however, you hereby
agree that the Company may present this Questionnaire to such parties as it
deems appropriate in order to assure itself that the offer and the sale of
Units to you will not result in violations of federal or state securities laws
which are being relied upon by the Company in connection with the offer and
sale thereof and as otherwise required by law or any regulatory authority.

   Please type or clearly print your answers, and state "none or "not
applicable" when appropriate. Please complete Section A and each other section
you are requested to complete in Question A3.   If there is insufficient space
for any of your answers, please attach additional pages.  If the Units are to
be owned by more  than  one  individual  or  by  a  corporation  or
partnership, you may need extra copies of this Questionnaire.  You may use
photocopies or request extra copies from the Company.

   A completed, signed and dated Questionnaire should be delivered to Mr.
Roger Bendelac  at Laidlaw Global Securities, Inc., 100 Park Avenue, New York,
New York 10017.  Please contact your lawyer, accountant or the Company
(telephone 626-405-0079 Attn: Dr. Thomas Drees, CEO) with any questions.

SECTION A:   SUBSCRIBER INFORMATION

A1.     Name(s) of Subscriber(s):          ___________________________________

                            ___________________________________

                            ___________________________________

A2.     Principal Amount of Units
   Subscribed for:               $_____________
   (Minimum Subscription
    is $250,000)

A3.     Manner of Ownership of Securities.

_____  One Individual            Please complete Section A, B and C.

_____  Husband and Wife
   Tenants by the Entirety       Please have one spouse  complete Sections A,
                                 B and  C.  Please have both spouses complete
                                 Section C.

_____ Tenants in Common          Please have each individual separately
                                 complete Sections A, B and C.

_____ Joint Tenants with Right   Please have each individual  separately
                                 complete Sections
   Right of Survivorship         A, B and C.
   Two or more Individuals
   (but not husband and wife)

_____  Corporate Ownership       Please complete Section A, B, D and, if
                                 applicable, E and F for the corporation.  If
                                 the corporation does not qualify as an
                                 "accredited investor" on its own, please have
                                 each person who owns an equity interest in
                                 the corporation separately complete Sections
                                 B and, if applicable, C, D, E and F.

_____  Partnership Ownership     Please complete Sections A, B and D, and have
                                 each general partner and limited partner
                                 separately complete Sections B,  C,  D, E
                                 and  F,  if applicable.

_____  Trust Ownership           Please complete Sections A, B and F,  if
                                 applicable, and  have  each beneficiary and
                                 trustee of   the   trust separately complete
                                 Sections B,  C,  D,  E  and  F,  if
                                 applicable.


   NASD Affiliation.  Please state whether you or any of your associates or
affiliates (which includes your spouse, in-laws and children or parents): (i)
are a member or a person associated (including as an employee, officer,
director, partner) with a member of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) are an owner of stock or other securities of
an NASD member, (iii) has made a subordinated loan to any NASD member, or (iv)
or a relative or member of the same household of any person meeting the
description set forth in clauses (i) through (iii) above.

             _______                       _______
             Yes                           No

If you marked yes above, please briefly describe the NASD relationship below:




SECTION B:   ACCREDITED INVESTOR STATUS

B1.     Please check one or more of the following definitions of "accredited
        investor," if any, which applies to you.  If none of the following
        applies to you, please leave a blank.


_____  (a)   A Bank as defined in Section 3 (a) (2) of the Act, or any savings
             and  loan  association  or  other institution as defined in
             Section 3 (a) (5) (A) of the Act whether acting in its individual
             or fiduciary capacity;

_____  (b)   Any broker or dealer registered pursuant to Section 15 of the
             Securities Exchange Act of 1934 (the "Exchange Act");

______ (c)   An insurance company as defined in Section 2(13) of the Act;

______ (d)   Investment company registered under the Investment Company Act of
             1940  or a business development company as defined in Section
             2(a)(48) of that act;

______ (e)   Small Business Investment Company licensed by the U.S. Small
             Business Administration under Section 301(c) or (d) of the Small
             Business Investment Act of 1958;

______ (f)   Plan established and maintained by a state, or its political
             subdivisions, or any agency or instrumentality of a state or its
             political subdivisions for the benefit of its employees, if such
             plan has total assets in excess of $5,000,000;

______ (g)   Any employee benefit plan within the meaning of Title I of the
             Employee Retirement Income Security Act of 1974, as amended, if
             the investment decision is made by a plan fiduciary, as defined
             in Section 3(21) of such Act, which is either a bank, savings and
             loan association,  insurance  company,  or  registered investment
             advisor; or if the employee benefit plan has total assets in
             excess of $5,000,000 or, if a self-directed plan, with investment
             decisions made solely by persons that are Accredited Investors.

______ (h)   A Private Business Development Company as defined in Section
             202(a)(22) of the Investment Advisers Act of 1940.

______ (i)   An organization described in Section 501(c) (3) of the  Internal
             Revenue  Code, Massachusetts  or  similar  business trust,  or
             partnership, not formed for the specific purpose of acquiring the
             securities offered, with total assets in excess of $5,000,000.

______ (j)   A natural person whose individual net worth,* or joint net worth
             with that person's spouse, at the time of purchase exceeds
             $1,000,000.

______ (k)   A natural person who had an individual income** in excess of
             $200,000 in each of the two most recent years or joint income
             with that person's spouse in excess of $300,000 in each of those
             years and has a reasonable expectation of reaching the same
             income level in the current year.

______ (l)   A trust,  with  total  assets  in  excess  of $5,000,000, not
             formed for the specific purpose of acquiring the Shares, whose
             purchase is directed by a sophisticated person as described in
             Rule 506(b)(2) (ii) of Regulation D.

______ (m)   Any entity in which all of the equity owners are Accredited
             Investors.


*  For purposes hereof net worth shall be deemed to include ALL of your
   assets, liquid or illiquid (including such items as home, furnishings,
   automobile and restricted securities) MINUS any liabilities (including such
   items as home mortgages and other debts and liabilities).

** For purposes hereof the term "income" is not limited to "adjusted gross
   income" as that term is defined for federal income tax purposes, but rather
   includes certain items of income which are deducted in computing "adjusted
   gross income."  For investors who are salaried employees, the gross salary
   of such investor, minus any significant expenses personally incurred by
   such investor in connection with earning the salary, plus any income from
   any other source including unearned income, is a fair measure of "income"
   for purposes hereof.  For investors who are self-employed, "income" is
   generally construed to mean total revenues received during the calendar
   year minus significant expenses incurred in connection with earning such
   revenues.

SECTION C:   INDIVIDUAL INFORMATION

C1.     General Information

   Name:_______________________________________________________

   Age:_______________ Social Security Number:_____________________

   Marital Status:__________ Spouse's Name:_________________________

If the Securities are to be owned by two or more individuals (not husband and
wife), are you related to any other co-owner(s)?

             _______                       _______
             Yes                           No

   If Yes, please explain the relationship(s):


C2.     Principal Residence

   Address:  ________________________________________________
             Number         Street


             City           State               Zip Code

   Mailing Address (if other than Principal Residence above):

                       ________________________________________________
             Number         Street


             City           State               Zip Code

   Telephone Number:  (     )

   Facsimile Number:   (     )

C3.     Current Employment or Business Activity:

   Company Name:_____________________________________________

   Address:____________________________________________________
             Number              Street



             City           State               Zip Code

   Telephone Number:  (    )

   Principal Business:________________________________________

   Position and Title: ________________________________________

   Description of Duties and Responsibilities



   Length of Time in Present Position:__________________________

   Is the company publicly owned?:    Yes_______    No_______

C4.     Education: Please describe your business or professional education or
        training, listing any schools you have attended and degrees you have
        received.

                                           Degrees
Dates                  School                   Major     (if any)





C5.     Prior Employment or Business Activity: Please describe your prior
        employment or principal business activities during the last five
        years, providing all information requested below.

                                                          Description of
             Company Name Principal Position                Duties and
Dates             address of Business  & Title            Responsibilities


C6.     Net worth, inclusive of the net worth of your spouse and the value of
        your principal residence, furnishings therein and personal automobile
        and other assets (IT IS IMPORTANT THAT YOU CHECK THE HIGHEST
        APPLICABLE AMOUNT)exclusive of any liabilities:

   (   ) below $249,999
   (   ) $250,000 to $349,999         (   ) $350,000 to $699,999
   (   ) $700,000 to $799,999         (   ) $800,000 to $1,000,000
   (   ) $1,000,000 to $1,249,999     (   ) over $1,250,000


C7.     Net worth:  Your net worth, inclusive of the net worth of your spouse
        and excluding the value of your principal residence, furnishings
        therein and personal automobiles and exclusive of any liabilities:

   (   ) below $249,999
   (   ) $250,000 to $349,999         (   ) $350,000 to $699,999
   (   ) $700,000 to $799,999         (   ) $800,000 to $1,000,000
   (   ) $1,000,000 to $1,249,999     (   ) over $1,250,000

C8.     Indicate (a) your individual income from all sources for the calendar
        years 1998 and 1999 and estimated income for 2000 or (b) your joint
        income with your spouse from all sources for the calendar years 1998
        and 1999 and estimated income for 2000 (it is important that you check
        the highest applicable amount):

   (a)  individual income:

        $200,000       $300,000       $400,000       $500,000
            to                 to                    to                and
        $299,000       $399,000       $499,000        over


   1998      ________       ________       ________       _________

   1999      ________       ________       ________       _________

   2000      ________       ________       ________       _________

   (b)  joint income:

        $200,000       $300,000       $400,000       $500,000
            to                   to                  to                    and
        $299,000       $399,000       $499,000        over


   1998      _______        ________       ________       ________

   1999      _______        ________       ________       ________

   2000      _______        ________       ________       ________


C9.     (a)  Was some portion of your income during your last taxable year
             taxed at the highest rate for federal income tax purposes?

             _______        _______        ___________________
             Yes            No             Foreign Citizen

   (b)  Do you anticipate that some portion of your income during your current
        taxable year will be taxed at the highest rate for federal income tax
        purposes?

             _______        _______        ___________________
             Yes            No             Foreign Citizen

C10.    Investment experience:

   (a)  The frequency with which you invest in marketable securities is:

        (   ) often    (   ) occasionally   (   ) never

   (b)  The frequency with which you invest in unmarketable securities (such
        as private placement offerings) is:

        (   ) often    (   ) occasionally   (   ) never

   (c)  Have you previously participated in private placement offerings in the
        last 5 years?

             _______                       _______
             Yes                           No

   (d)  If you answered "yes" to (c) above state the private placements in
        which you participated in the last 5 years.

                       Amount              Name of
        Year           Invested            Entity

        19_____        $________


        19_____        $________


        19_____        $________



C11.    Have you ever filed for or been involved in personal bankruptcy or
        similar proceedings?

             _______                       _______
             Yes                           No

C12.    (a)  Do you have sufficient knowledge and experience in financial and
             business matters as to be capable of evaluating the merits and
             risks associated with investing in the Company?

             _______                       _______
             Yes                           No


   ANSWER QUESTION C12B ONLY IF THE ANSWER TO QUESTION 12A WAS "NO."

   (b)  If the answer to Question C12(a) was "NO," do you have a financial or
       investment adviser (a) that is acting in the capacity as a
        purchaser representative and (b)who has sufficient knowledge and
        experience in financial and business matters so as to be capable of
        evaluating the merits and risks associated with investing in the
        Company?


             Yes                           No

        If you have a financial or investment adviser(s), please identify each
        such person and indicate HIS OR HER business address and telephone
        number in the space below.  (Each such person must complete, and you
        must review and acknowledge, a separate Purchaser Representative
        Questionnaire which will be supplied at your request).

   (c)  Have you been afforded an opportunity to investigate the Company and
        review relevant factors and documents pertaining to the officers,
        directors and the Company and its business and to ask questions of a
        qualified representative of the Company regarding this investment and
        the properties, operations, and methods of doing business of the
        Company?


             Yes                           No

   (d)  Do you understand the nature of an investment in the Company and the
        risk associated with such an investment?


             Yes                           No

   (e)  Do you understand that there is no guarantee of any financial return
        on this investment.


             Yes                           No

   (f)  Do you understand that this investment is not liquid?


             Yes                           No

   (g)  Do you have adequate means of providing for your current needs and
        personal contingencies in view of the fact that this is not a liquid
        investment?


             Yes                           No

   (h)  Are you aware of the Company's business affairs and financial
        condition, and have you acquired all such information about the
        Company as you deem necessary and appropriate to enable you to reach
        an informed and knowledgeable decision to acquire Units?


             Yes                           No

   (i)  Do you have a "pre-existing relationship" with the company or any of
        its officers, directors or controlling person?


             Yes                           No

        (For purposes hereof, "Pre-existing relationship" means any
        relationship consisting of person or business contacts of a nature and
        duration such as would enable a reasonable prudent investor to be
        aware of the character, business acumen, and general business and
        financial circumstances of the person with whom such relations
        exists.)

        If so, please name the individual or other person with whom you have a
   pre-existing relationship and describe the relationship:





SECTION D:   CORPORATE OFFEREES OR PARTNERSHIP OFFEREES

Dl.     General Information

   Legal name of Corporation or Partnership






   Fictitious name (d/b/a):








   State of Incorporation:_______________________________________________

   Date of Incorporation:_______________________________________________

   If Partnership, type:         ______ General ______ Limited

   Federal I.D. Number:_______________________________________________



   Fiscal Year Ends:__________________________________________________

   Number of Equity Owners:__________________________________________

   Name and Title of Authorized Person Executing Questionnaire:





D2.     Business Address:__________________________________________________





   If Partnership, type:         ______ General ______ Limited

   Mailing Address (if different):







   Telephone Number:  (    )                     Facsimile Number:   (    )



D3.     Name of Primary Bank:_____________________________________________

   Address:_________________________________________________________

   Telephone Number: (    )

   Account Type and Number:_____________________________________

   Person Familiar with your Account:______________________________

   Was the corporation or partnership formed for the specific purpose of
   purchasing securities?


             Yes                           No

   Check if applicable to the corporation:

             Subchapter S________       Professional________

D4.     The undersigned represents and warrants as follows:

   (a)       The corporation or partnership, as the case may be, has been duly
             organized (if a partnership) is validly existing as a corporation
             or partnership in good standing under the laws of the
             jurisdiction of its incorporation or formation with full power
             and authority to enter into the transactions contemplated by the
             Subscription Agreement;

   (b)            (i) The officers or partners of the undersigned who, on
             behalf of the undersigned, have considered the purchase of the
             Securities and the advisers, if any, of the corporation or the
             partnership, as the case may be, in connection with such
             consideration are named below in this Questionnaire, and such
             officers and advisors or partners, if any, were duly authorized
             to act for the corporation  or  the  partnership  in  reviewing
             such investment;

                  (ii) The names and positions of the officers or partners, of
             the undersigned who, on its behalf, have reviewed the purchase of
             the Securities are as follows:


                  (iii) In evaluating the merits and risks of the purchase  of
             the Securities,  the  corporation  or  the partnership, as the
             case may be, intends to rely upon the advice of, or will consult
             with, the following persons:




   (c)       The officers of the corporation (if not Accredited Investors) or
             the partners of the partnership who, on its behalf, have
             considered the purchase of the Securities and the  advisors,  if
             any,  of  the  corporation  or  the partnership who, in
             connection with such consideration, together have such knowledge
             and experience in financial and business matters that such
             offering(s), partner(s) and such advisor(s), if any, together are
             capable of evaluating the merits and risks of the purchase of
             Securities and of making an informed investment decision;

   (d)       Together with any corporation or group of corporations with which
             it files a consolidated federal income tax return, the
             undersigned has reserves and/or net worth adequate to permit it
             to satisfy any tax or other liabilities arising from its personal
             liability with respect to the investment and the operation
             thereof;

   (e)       The total assets of the corporation or the partnership are in
             excess of $_______________

   (f)       The corporation or the partnership has had, during each of the
             past two years, gross income from all sources of at least
             $_______________ and $___________________ respectively;

   (g)       The  undersigned  expects  the  corporation  or  the partnership
             to have during the current and the next tax year, gross income
             from all sources of at least $______ and

   (h)       The undersigned knows of no pending or threatened litigation the
             outcome of which could adversely affect the answer to any
             question hereunder;

   (i)       Indicate the following if a partnership subscriber:

             3.   The date the partnership was formed and state of formation:







             (2)  The names of each partner in the partnership:




SECTION E:    TRUST OFFEREES

E1.     General Information

   Legal Name:


   State of Formation:


   Date of Formation:


   Federal I.D. Number:                           Fiscal Year Ends:


   Number of Beneficiaries:


   Principal Purpose:


   Was the trust formed for the specific purpose of purchasing Shares?

             ______                        ______
             Yes                           No

E2.     Business Address:





   Telephone Number:  (    )

   Facsimile Number:   (    )

   Mailing Address:




E3.     Authorization: If the trust was established in connection with a
                       deferred compensation plan,  please attach a copy
                       of the trust's organizational documents and a
                       properly certified copy of the resolutions adopted
                       by the trust's board of directors authorizing the
                       trust to purchase Shares and authorizing the
                       trustee named below to execute on behalf of the
                       trust all relevant documents  necessary  to
                       subscribe  for  and purchase Shares.  In all
                       cases, please attach a properly certified copy of
                       the resolutions adopted  by  the  trustees  of
                       the  trust authorizing the trust to purchase
                       Shares and authorizing the trustee named below to
                       execute on behalf of the trust all relevant
                       documents  necessary to subscribe for an purchase
                       Shares.

Name of Trustee Authorized and Executing Questionnaire:




E4.     Name of Primary Bank:


   Address:





   Telephone Number:   (     )

   Facsimile Number:    (     )

   Account Type and Number:


   Person Familiar with your Account:




SECTION F:   QUALIFIED PENSION PLAN ("PLAN") OFFEREES

F1.     Please check one:


____________ a.   The Plan requires the investment of each beneficiary or
                  participant to be held in a segregated account and the Plan
                  allows each beneficiary or participant to make his own
                  investment decisions and, the decision to purchase the
                  Note(s) has been made by the beneficiary or the participant
                  and such beneficiary or participant is an Accredited
                  Investor (Please have each such beneficiary or participant
                  execute a separate Questionnaire).

                            OR

____________ b.   The investment decisions made for the Plan are made by a
                  plan fiduciary, whether a bank, an insurance company, or a
                  registered investment advisor.

                            OR

____________ c.   The Plan has total assets exceeding $5,000,000.

F2.  General Information

   Legal Name:______________________________________________________

   State of Formation:_________________________________________________

   Date of Formation:_________________________________________________

   Federal I.D. Number:______________ Fiscal Year Ends:__________________

   Number of Beneficiaries:_____________________________________________

   Principal Purpose:__________________________________________________

F3.     Business Address:__________________________________________________

   Telephone Number: (____) ________________

   Facsimile Number: (____) _________________

   Mailing Address:__________________________________________________


F4.     Authorization: If the investment decision is being made by a
                       beneficiary or participant of a Plan, please
                       attach applicable trust documents which permit
                       each beneficiary or participant to make his own
                       investment decisions.  In all other cases,
                       please attach a properly certified copy of the
                       resolutions adopted by the trustees of the Plan
                       trust authorizing the Plan to purchase Shares
                       and authorizing the  fiduciary named below to
                       execute on behalf of the Plan all relevant
                       documents necessary to subscribe for and
                       purchase Shares.

   Name of Trustee Authorized and Executing Questionnaire:

   ____________________________________________________________


F5.     Name of Primary Bank:________________________________________

   Address:____________________________________________________




   Telephone Number: (____) _______________

   Account Type and Number:___________________________________

   Person Familiar with your Account:_____________________________


REPRESENTATIONS AND WARRANTIES BY ALL INVESTORS

   By signing this Questionnaire, the undersigned hereby confirms the
following statements:

   (a)  I have read the Memorandum and Subscription Agreement and other
accompanying documents of the Company.

   (b)  I am aware that the offering of Units involves securities for which no
market exists, thereby requiring any investment to be maintained for an
indefinite period of time.

   (c)  I acknowledge that any delivery to me of the Memorandum relating to
the Units prior to the determination by the Company of my suitability as an
investor shall not constitute an offer of Units until such determination of
suitability shall be made, and I agree that I shall promptly return the
Memorandum and the other Offering Documents (as defined in the Subscription
Agreement) to the Company upon request.

   (d)  My answers to the foregoing questions are true and complete to the
best of my information and belief and I will promptly notify the Company of
any changes in the information I have provided.

   (e)  I also understand and agree that, although the Company and the
Placement Agent will use their respective best efforts to keep the information
provided in answers to this Questionnaire strictly confidential, the Company
and the Placement Agent or their respective counsel may present this
Questionnaire and the information provided in answer to it to such parties as
they may deem advisable if called upon to establish the availability under any
federal or state securities laws of an exemption from registration of the
private placement or if the contents thereof are relevant to any issue in any
action, suit or proceeding to which the Company, the Placement Agent or their
respective affiliates is a party, or by which they are or may be bound or as
otherwise required by law or regulatory authority.

   (f)  I realize that this Questionnaire does not constitute an offer to sell
or a solicitation of an offer to buy Units or any other security of the
Company but is merely a request for information.

   (g)  I understand that the Units are being offered without registration
under the Securities Act in reliance upon the private offering exemption
contained therein, and that such reliance is based in part on the information
herein supplied.  For the foregoing reasons and to induce the Company to issue
and deliver the Securities to me, I represent and warrant that the information
stated herein is true, accurate and complete, and I agree to notify and supply
corrective information promptly to the Company as provided above if any of
such information becomes inaccurate or incomplete.

   (h)  The individual signing below on behalf of any entity hereby warrants
and represents that he/she is authorized to execute this questionnaire on
behalf of such entity.

   (i)  The undersigned is able to bear the economic risk of the investment
and can afford a complete loss of such investment


Dated: ____________, 2000                  FOR INDIVIDUALS:

                         (including Purchaser Representative)




                                 (Print Name)





                                 (Signature)


Dated: ___________, 2000
                                 FOR INDIVIDUALS:
                                 (including Purchaser Representative)





                                 (Print Name)





                                 (Signature)

Dated: ___________, 2000
                                 FOR CORPORATIONS:





                                 Name of Company





                                 Executive Officer of Company






                                 Signature of Officer


Dated: _____________ , 2000           FOR PARTNERSHIPS:





                                 Name of Partnership





                                 Name of Authorized Partner





                                 Signature of Authorized Partner


Dated: ______________, 2000

                                 FOR TRUSTS:





                                 Name of Trust





                                 Name of Authorized Trustee





                                 Signature of Authorized Trustee

EX-99.6

                     ANTHONY G. HARGREAVES
                   1158 South Hi-Point Street
                     Los Angeles, CA 90035
                         (323) 939-2917


             SANGUINE CORPORATION LOCKUP AGREEMENT


                       Date: June 2, 2000

Sanguine Corporation
101 Green Street, Suite 11
Pasadena, CA 91105

Dear Dr. Drees,


     The undersigned understands that Sanguine Corporation, a Nevada
Corporation (the "Company") intends to conduct a private offering of its
Common Stock through Laidlaw Global Securities, Inc. ("Laidlaw").  The
undersigned recognizes the benefits which the Company will derive from the
offering.  For and in consideration of the Company's willingness to register
the shares of Common Stock, and other consideration, the undersigned hereby
agrees as follows:

     During the period commencing on May 8, 2000 and ending on May 7, 2001,
the undersigned will not, during the Lock-Up Period, directly or indirectly,
through an 'affiliate", "associate" (as such terms are defined in the General
Rules and Regulations under the Securities Act of 1993, as amended (the
"Securities Act")), a family member or otherwise, offer, sell, pledge,
hypothecate, grant an option for sale or otherwise dispose of, or transfer or
grant any rights with respect thereto in any manner (either privately or
publicly pursuant to Rule 144 of the General Rules and Regulations under the
Securities Act, an S-8 registration or otherwise), 300,000 shares of Common
Stock of the Company covered by that certain Registration Statement on Form S-
8 filed with the Securities and Exchange Commission on May 9, 2000, SEC File
No. 333-36596, without Laidlaw's prior written consent; provided, however,
that such securities may be sold or otherwise transferred in a private
transaction during the Lock-Up period so long as the acquirer of the
Securities by written agreement with Laidlaw entered into at the time of the
acquisition and delivered to Laidlaw prior to the consummation of such
acquisition, agrees to be bound by the terms of this agreement.

     The undersigned hereby agrees to the placement of a legend on the
certificates representing the Securities to indicate the restrictions on
resale of the Securities imposed by this agreement and/or the entry of stop
transfer orders with the transfer agent and the registrar of the Company's
securities against the transfer of the Securities except in compliance with
this agreement.




     If this agreement is acceptable to the undersigned, please sign the form
of acceptance below and deliver one of the counterparts hereof to me.  This
will become a binding agreement between us upon execution by each of the
parties hereto.


                              Very Truly Yours,


                         /S/Anthony G. Hargreaves
                              Anthony G. Hargreaves
                              VP/Sec-Tres Sanguine Corporation

AGREED TO AND ACCEPTED
2nd Day of June, 2000.
/s/Thomas Drees
__________________________
Sanguine Corporation
Authorized Agent

EX-99.7

                     LEONARD W. BURNINGHAM
                 455 EAST 500 SOUTH, SUITE #205
                   SALT LAKE CITY, UTAH 84111

             SANGUINE CORPORATION LOCKUP AGREEMENT


                       Date: June 2, 2000

Sanguine Corporation
101 Green Street, Suite 11
Pasadena, CA 91105

Dear Dr. Drees,


     The undersigned understands that Sanguine Corporation, a Nevada
Corporation (the "Company") intends to conduct a private offering of its
Common Stock through Laidlaw Global Securities, Inc. ("Laidlaw").  The
undersigned recognizes the benefits which the Company will derive from the
offering.  For and in consideration of the Company's willingness to register
the shares of Common Stock, and other consideration, the undersigned hereby
agrees as follows:

     During the period commencing on May 8, 2000 and ending on May 7, 2001,
the undersigned will not, during the Lock-Up Period, directly or indirectly,
through an 'affiliate", "associate" (as such terms are defined in the General
Rules and Regulations under the Securities Act of 1993, as amended (the
"Securities Act")), a family member or otherwise, offer, sell, pledge,
hypothecate, grant an option for sale or otherwise dispose of, or transfer or
grant any rights with respect thereto in any manner (either privately or
publicly pursuant to Rule 144 of the General Rules and Regulations under the
Securities Act, an S-8 registration or otherwise), 250,000 shares of Common
Stock of the Company covered by that certain Registration Statement on Form S-
8 filed with the Securities and Exchange Commission on May 9, 2000, SEC File
No. 333-36596, without Laidlaw's prior written consent; provided, however,
that such securities may be sold or otherwise transferred in a private
transaction during the Lock-Up period so long as the acquirer of the
Securities by written agreement with Laidlaw entered into at the time of the
acquisition and delivered to Laidlaw prior to the consummation of such
acquisition, agrees to be bound by the terms of this agreement.

     The undersigned hereby agrees to the placement of a legend on the
certificates representing the Securities to indicate the restrictions on
resale of the Securities imposed by this agreement and/or the entry of stop
transfer orders with the transfer agent and the registrar of the Company's
securities against the transfer of the Securities except in compliance with
this agreement.




     If this agreement is acceptable to the undersigned, please sign the form
of acceptance below and deliver one of the counterparts hereof to me.  This
will become a binding agreement between us upon execution by each of the
parties hereto.


                              Very Truly Yours,

                              /s/Leonard W. Burningham
                              Leonard W. Burningham, Esq.


AGREED TO AND ACCEPTED
2nd Day of June, 2000.
/s/Thomas Drees
__________________________
Sanguine Corporation
Authorized Agent

EX-99.8

                        DAVID E. NELSON
                      528 East 14th Avenue
                   SALT LAKE CITY, UTAH 84103

             SANGUINE CORPORATION LOCKUP AGREEMENT


                       Date: June 2, 2000

Sanguine Corporation
101 Green Street, Suite 11
Pasadena, CA 91105

Dear Dr. Drees,


     The undersigned understands that Sanguine Corporation, a Nevada
Corporation (the "Company") intends to conduct a private offering of its
Common Stock through Laidlaw Global Securities, Inc. ("Laidlaw").  The
undersigned recognizes the benefits which the Company will derive from the
offering.  For and in consideration of the Company's willingness to register
the shares of Common Stock, and other consideration, the undersigned hereby
agrees as follows:

     During the period commencing on May 8, 2000 and ending on May 7, 2001,
the undersigned will not, during the Lock-Up Period, directly or indirectly,
through an 'affiliate", "associate" (as such terms are defined in the General
Rules and Regulations under the Securities Act of 1993, as amended (the
"Securities Act")), a family member or otherwise, offer, sell, pledge,
hypothecate, grant an option for sale or otherwise dispose of, or transfer or
grant any rights with respect thereto in any manner (either privately or
publicly pursuant to Rule 144 of the General Rules and Regulations under the
Securities Act, an S-8 registration or otherwise), 100,000 shares of Common
Stock of the Company covered by that certain Registration Statement on Form S-
8 filed with the Securities and Exchange Commission on May 9, 2000, SEC File
No. 333-36596, without Laidlaw's prior written consent; provided, however,
that such securities may be sold or otherwise transferred in a private
transaction during the Lock-Up period so long as the acquirer of the
Securities by written agreement with Laidlaw entered into at the time of the
acquisition and delivered to Laidlaw prior to the consummation of such
acquisition, agrees to be bound by the terms of this agreement.

     The undersigned hereby agrees to the placement of a legend on the
certificates representing the Securities to indicate the restrictions on
resale of the Securities imposed by this agreement and/or the entry of stop
transfer orders with the transfer agent and the registrar of the Company's
securities against the transfer of the Securities except in compliance with
this agreement.

     If this agreement is acceptable to the undersigned, please sign the form
of acceptance below and deliver one of the counterparts hereof to me.  This
will become a binding agreement between us upon execution by each of the
parties hereto.


                              Very Truly Yours,




                              David E. Nelson
                              CFO Sanguine Corporation

AGREED TO AND ACCEPTED
2nd Day of June, 2000.
/s/Thomas Drees
__________________________
Sanguine Corporation
Authorized Agent

EX-99.9

[SCS, Inc. letterhead]

       SANGUINE CORPORATION LOCKUP AGREEMENT


                       Date: June 2, 2000

Sanguine Corporation
101 Green Street, Suite 11
Pasadena, CA 91105

Dear Dr. Drees,


     The undersigned understands that Sanguine Corporation, a Nevada
Corporation (the "Company") intends to conduct a private offering of its
Common Stock through Laidlaw Global Securities, Inc. ("Laidlaw").  The
undersigned recognizes the benefits which the Company will derive from the
offering.  For and in consideration of the Company's willingness to register
the shares of Common Stock, and other consideration, the undersigned hereby
agrees as follows:

     During the period commencing on May 8, 2000 and ending on May 7, 2001,
the undersigned will not, during the Lock-Up Period, directly or indirectly,
through an 'affiliate", "associate" (as such terms are defined in the General
Rules and Regulations under the Securities Act of 1993, as amended (the
"Securities Act")), a family member or otherwise, offer, sell, pledge,
hypothecate, grant an option for sale or otherwise dispose of, or transfer or
grant any rights with respect thereto in any manner (either privately or
publicly pursuant to Rule 144 of the General Rules and Regulations under the
Securities Act, an S-8 registration or otherwise), 600,000 shares of Common
Stock of the Company covered by that certain Registration Statement on Form S-
8 filed with the Securities and Exchange Commission on May 9, 2000, SEC File
No. 333-36596, without Laidlaw's prior written consent; provided, however,
that such securities may be sold or otherwise transferred in a private
transaction during the Lock-Up period so long as the acquirer of the
Securities by written agreement with Laidlaw entered into at the time of the
acquisition and delivered to Laidlaw prior to the consummation of such
acquisition, agrees to be bound by the terms of this agreement.

     The undersigned hereby agrees to the placement of a legend on the
certificates representing the Securities to indicate the restrictions on
resale of the Securities imposed by this agreement and/or the entry of stop
transfer orders with the transfer agent and the registrar of the Company's
securities against the transfer of the Securities except in compliance with
this agreement.




     If this agreement is acceptable to the undersigned, please sign the form
of acceptance below and deliver one of the counterparts hereof to me.  This
will become a binding agreement between us upon execution by each of the
parties hereto.


                              Very Truly Yours,
                         /s/Karl Smith

                              Karl Smith


AGREED TO AND ACCEPTED
2 nd Day of June, 2000.
/s/Thomas Drees
__________________________
Sanguine Corporation
Authorized Agent