0001010412-07-000311.txt : 20071128 0001010412-07-000311.hdr.sgml : 20071128 20071128123528 ACCESSION NUMBER: 0001010412-07-000311 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20071121 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071128 DATE AS OF CHANGE: 20071128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANGUINE CORP CENTRAL INDEX KEY: 0000926287 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 954347608 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24480 FILM NUMBER: 071270801 BUSINESS ADDRESS: STREET 1: 101 EAST GREEN ST STREET 2: #11 CITY: PASADENA STATE: CA ZIP: 91105 BUSINESS PHONE: 8184050079 MAIL ADDRESS: STREET 1: 101 EAST GREEN ST STREET 2: STE 11 CITY: PASADENA STATE: CA ZIP: 91105 8-K 1 f8k112107.htm 8-K CURRENT REPORT DATED NOVEMBER 21, 2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

United States Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934

November 21, 2007

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 Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation)

101 East Green Street, #6

Pasadena, California 91105

(Address of Principal Executive Offices)

(626) 405-0079

(Registrant’s Telephone Number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see general instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Consulting Firm Engagement

On November 21, 2007, we executed a Consulting and Confidentiality Agreement (the “KKS Agreement”) for a 12 month term with KKS Venture Management, Inc. (“KKS”) and Alfonso C. Knoll (“Knoll”), its principal, whereby KKS was engaged to provide consulting services. The KKS Agreement is attached hereto as Exhibit 10.1. See Item 9.01.

KKS has agreed to exercise its best efforts to provide us with help in gaining market awareness and exploring the possibilities of a European listing; recommending a capitalization restructure to facilitate an offering of $5,000,000; and, in approaching a large underwriter to structure a secondary offering for the advertising of our brand and to increase our budget. KKS has also agreed to provide such managerial help and consultation to foster our growth and performance. The KKS Agreement automatically renews with the same terms on the last day of the 12th month, unless either party gives written notice of intent not to renew.

KKS and Knoll will be compensated as follows:

· Upon approval of the KKS Agreement, we issued to Consultant, three million (3,000,000) shares of our common stock that are “restricted securities” under Rule 144 of the Securities and Exchange Commission (the “SEC”), with “piggy-back” registration rights; and

· 675,000 free trading shares of our common stock through a grant from our Stock Option Plan to Knoll, personally, under a separate Letter Agreement (the “Knoll Letter Agreement”) of even date that is Exhibit 10.4 to this 8-K Current Report (see Item 9.01); and

· After successful completion of a minimum of an initial $500,000 financing has been realized by us, we will pay Consultant Twenty Thousand Dollars ($20,000) per month so long as we can afford to pay that sum while the KKS Agreement or any extension thereof is in effect.

Management Consulting Firm Engagement

On November 21, 2007, we executed a Management Consulting Agreement (the “November LKB Agreement”) for a 24 month term with LKB Partners, LLC (“LKB”), whereby LKB was engaged to provide additional management consulting services to us; LKB had previously executed a Consulting Agreement with us on April 4, 2007, as outlined in our 8-K Current Report of that date that has been previously filed with the Securities and Exchange Commission and in Item 5.01 below. See Items 5.01 and 9.01. The November LKB Agreement is attached hereto as Exhibit 10.2.

LKB and its principal, Frank Marra, has agreed to make themselves available to act in the full capacity as General Manager (Marra, individually) and President (Marra, individually) for us, which includes running all day to day business operations, entering into or negotiating contracts, hiring and firing of personnel, paying expenses, devising, revising and implementing business, financing, marketing strategies and all other necessary tasks relevant to the position. Furthermore, Consultant will be responsible for providing contacts for us to raise the requisite equity capital to pay our current obligations and work to provide capital for our future endeavors.

LKB will be paid $8,000 for each month of the 24 month term for these services.

We also agreed to pay LKB for these services 3,000,000 shares of our common stock that are “restricted securities,” of which 500,000 shares shall be made free trading through a grant from our Stock Option Plan to Marra personally under a separate Letter Agreement (the “Marra Letter Agreement”) that is Exhibit 10.5 of this 8-K Current Report (see Item 9.01). These shares have now been issued. We also agreed to grant to LKB the option to purchase up to 9.5 percent of the issued and outstanding shares of our common stock at a price of $0.06 per share for a period of two years; provided, however, these options, to the extent not exercised prior thereto, shall be void on March 31, 2008, unless we shall have raised not less than the sum of $500,000 through the efforts of LKB or its associates or affiliates or by persons introduced by it or its associates or affiliates by March 31, 2008, with no proration of options in the event all $500,000 is not raised.

Stock Purchase Agreement

Effective during the quarter ended September 30, 2007, but approved by the Board of Directors on November 21, 2007, we executed a Stock Purchase Agreement (the “SPA”) with Terra Silex Holdings LLC, a Pennsylvania LLC (“Terra Silex”), wherebyTerra Silex purchased Two Million (2,000,000) shares of our common stock for a purchase price of One Hundred Thousand Dollars ($100,000) (the “Purchase Price”) pursuant to an exemption from registration provided by Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as an offering to an “accredited investor.” This Stock Purchase Agreement is attached as Exhibit 10.3 to this 8-K Current Report. See Item 9.01. This $100,000 amount counts against the $500,000 required to be raised as a condition of the LKB option referenced in the preceding paragraph.

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01 above.

Item 5.01 Changes in Control of Registrant.

Pursuant to a Consulting Agreement dated April 4, 2007 (the “April LKB Agreement”), between us and LKB, LKB received 4,000,000 shares of our common stock that are “restricted securities,” and was granted an option to purchase an additional 5,000,000 shares of our common stock that are “restricted securities” at a price of $0.06 per share for a period of two years ending April 3, 2009. The April Consulting Agreement is attached as Exhibit 10.7 to this 8-K Current Report. See Item 9.01.

On November 20, 2007, Dr. Thomas C. Drees, our current President, executed an Option Agreement with LKB (the “Drees/LKB Option Agreement”) pursuant to which he granted LKB an option to purchase 10,000,000 shares of our common stock that are owned by him at a purchase price of $0.035 per share for a term of five (5) years, provided, however, these options, to the extent not exercised prior thereto, shall be void on March 31, 2008, unless we shall have raised not less than the sum of $500,000 through the efforts of LKB or its associates or affiliates or by persons introduced by LKB or its associates or affiliates by March 31, 2008. The Drees/LKB Option Agreement is attached as Exhibit 10.8 to this 8-K Current Report. See Item 9.01. The 100,000 invested by Terra Silex that is outlined above is considered to be a part of this $500,000 funding condition.

Also, on November 20, 2007, Dr. Drees executed an additional Option Agreement with Terra Silex (the Drees/Terra Silex Option Agreement”) pursuant to which he granted Terra Silex an option to purchase 10,000,000 shares of our common stock that are owned by him at a purchase price of $0.035 per share for a term of five (5) years, provided, however, these options, to the extent not exercised prior thereto, shall be void on March 31, 2008, unless we shall have raised not less than the sum of $500,000 by March 31, 2008, as outlined above. The Drees/Terra Silex Option Agreement is attached as Exhibit 10.9 to this 8-K Current Report. See Item 9.01. The 100,000 invested by Terra Silex that is outlined above is also considered to be a part of this $500,000 funding condition.

Based on the issuance of 7,500,000 shares as outlined in Item 1.01 above; the issuance of 1,175,000 shares as outlined in Item 8.01 below; the 4,000,000 shares issued under the April LKB Agreement; the 5,000,000 share option granted to LKB under the April LKB Agreement; the option to purchase up to 9.5% of our issued and outstanding shares (presently, approximately 9,287,943 shares) granted to LKB under the November LKB Agreement; the 10,000,000 share option granted to LKB by Dr. Drees under the Drees/LKB Option Agreement; and the 10,000,000 share option granted to Terra Silex by Dr. Drees under the Drees/Terra Silex Option Agreement, these agreements may be deemed to involve a “change in control” of our Company, especially if these options are exercised.

Item 8.01 Other Events

Alfonso C. Knoll Grant

We granted 675,000 shares of our free trading common stock to Knoll in payment of Knoll’s non-“capital raising” services to be rendered under the Knoll Letter Agreement pursuant to our Stock Option Plan that was filed as an Exhibit to our S-8 Registration Statement initially filed with the SEC on January 7, 2003, and amended on January

13, 2003. Knoll is CEO of KKS and a principal of Investor. The Knoll Letter Agreement is attached to this 8-K Current Report as Exhibit 10.4. See Item 9.01.

Frank Marra Grant

We granted 500,000 shares of our free trading common stock to Marra in payment of Marra’s non-“capital raising” services to be rendered under the Marra Letter Agreement pursuant to our Stock Option Plan that was filed as an Exhibit to our S-8 Registration Statement initially filed with the SEC on January 7, 2003, and amended on January 13, 2003. Marra is CEO of LKB. The Marra Letter Agreement is attached to this 8-K Current Report as Exhibit 10.5. See Item 9.01.

Thomas C. Drees Management Consulting Agreement

On November 21, 2007, we executed a Management Consulting Agreement (the “Drees Agreement”) for a term in perpetuity with Thomas C. Drees, PhD. (“Consultant”), our current President, whereby Consultant was engaged to provide management consulting services. The Agreement is attached hereto as Exhibit 10.6.

Consultant has agreed to be retained to act in the full capacity as Chief Executive Officer for us, which includes, but not be limited to, working with management to help promote our overall growth, evaluating business opportunities, offering input on critical business issues that may arise from time to time, participate in planning for our business future and other like duties.

Consultant will be paid $4,000 for each month, in perpetuity for these services, as long as we are in business or until Consultant’s death. In the event that the Consultant is relieved of the obligations of the Drees Agreement and no longer serves as CEO, the fee will remain intact until one of the aforementioned conditions occurs. Notwithstanding that the term shall not have been completed, we may terminate the Drees Agreement (i) upon the death of Consultant, and (ii) if Consultant should be incapacitated by illness or any other matter from performing his duties hereunder for a continuous period of sixty days. The Drees Agreement is Exhibit 10.6 to this 8-K Current Report. See Exhibit 9.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibit Description

10.1 Consulting and Confidentiality Agreement with KKS Venture Management, Inc.

10.2 November Management Consulting Agreement LKB Partners, LLC

10.3 Stock Purchase Agreement with Terra Silex Holdings, LLC

10.4 Knoll Letter Agreement

10.5 Marra Letter Agreement

10.6 Management Consulting Agreement with Thomas C. Drees, Ph.D.

10.7 April Investor Relations/Consulting Agreement with LKB Partners, LLC

10.8 Stock Option Agreement between Thomas Drees and LKB Partners, LLC

10.9 Option Agreement between Tom Drees and Terra Silex Holdings LLC

8-K Current Report dated April 4, 2007**

* Summaries of these Exhibits contained herein are in all cases modified by the reference to these respective Exhibits.

** Incorporated herein by reference.

SIGNATURES

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

SANGUINE CORPORATION


Date:	11/27/07	By:	/s/ David E. Nelson
			David E. Nelson
			CFO, Secretary/Treasurer and Director

EX-10 2 kksconsultingagreementclean1.htm CONSULTING AND CONFIDENTIALITY AGREEMENT WITH KKS VENTURE MANAGEMENT, INC. CONSULTING AND CONFIDENTIALITY AGREEMENT

CONSULTING AND CONFIDENTIALITY AGREEMENT

THIS CONSULTING AGREEMENT (hereinafter the “Agreement”), made and entered into this 25th day of October, 2007, by and between KKS Venture Management Inc. and Alfonso Knoll (hereinafter “Consultants”), an independent contractor with a business address of 240 Main Street, Denver PA 17517, and Sanguine Corporation a Nevada corporation (hereinafter “the Company”), (hereinafter together referred to as “the Parties”).

This will confirm the agreement between the Company and the Consultants this 25th day of October 2007 as follows:

Whereas, The Company agrees to engage the Consultants and Consultants agree to provide consulting services to the company for a period of one (1) year; and

NOW, THEREFORE, in consideration of the mutual covenants set forth in this agreement, the Parties agree as follows:

1. Consulting Services:

For a period of twelve (12) months from the date first signed above, Consultants will hold themselves available to provide investor relations services to Company as may be requested by it, provided Consultants shall determine in their sole discretion the time and manner of providing such services. Consultant agrees to exercise its best efforts to provide the following services to Company:

· Help Company in gaining market awareness and explore the possibilities of a European listing; and

· Help Company by recommending a capitalization restructure to facilitate an offering of $(5,000,000); and

· Help when appropriate, approaching a larger underwriter to structure a secondary offering for the build out of the Company brand and increase the marking budget.

· Foremost, provide such managerial help and consultation as to foster the growth and performance of the Company.

Consultants will remain available to provide such services during the term of this agreement and Company will continue to compensate Consultants hereunder whether or not it is a subsidiary of, or stockholder of, Company under separate arrangement. The Consultants shall at all times be independent contractors to the Company and shall not represent or be represented as an employee, partner, officer, director or affiliate of the Company. This Agreement shall automatically renew on a yearly basis on the last day of the twelfth month following execution

Company Initials /s/TCD Consultant Initials /s/ACK

of this Agreement each year on the same terms until either party gives written notice of its intent not to renew. Said Notice shall be given at least 1 month before the renewal date.

Subject to the terms and conditions of this Agreement, the Consultants accept this appointment as an independent contractor to the Company. In no event shall the Consultant be obligated to participate in and/or purchase Private Equity and/or Credit and Debt Facilities for its own account or for the accounts of any other entities or individuals.

2. Compensation:

In consideration of the consulting services of this agreement, Company agrees to pay Consultant the following:

· Upon signing this agreement Company will pay to Consultant, three million (3,000,000) common shares, in Company with “piggy-back” registration rights; and

· 675,000 free trading SGNC common shares through a grant from the Company’s Stock Option Plan to Alfonso Knoll personally under a separate Letter Agreement of even date; and

· After successful completion of a minimum of first $500,000 financing has been realized by the Company, the Company will pay Consultant Twenty Thousand $20,000 per month so long as the company can afford to pay it.

Consultants hereby agree that all payments will be made directly to KKS Venture Management Inc.. The recipient here, KKS Venture Management Inc., LLC is an entity in which all three of the equity owners are accredited investors, as that phrase is defined in the Act.

3. Termination; Accelerated Payment:

In the event of Consultant’s failure to perform or Company’s failure to pay Consultant the non-breaching party may terminate this agreement and any outstanding claims shall refer to a panel of Arbitrators.

4. Confidentiality:

During the course of this agreement, it is likely that each party will come into contact with confidential information crucial to the operation of each parties business. Such confidential information may include, without limitation: (i) business and financial information, (ii) business methods and practices, (iii) technology and technological strategies, (iv) marketing strategies and (v) other such information each Party deems as “Confidential Information”. By their signature below, each party agrees to keep in strict confidence all non-public information so long as it remains non-public, except to the extent disclosure is required by law,

Company Initials /s/TCD Consultant Initials /s/ACK

requested by any governmental or regulatory agency or body or to the extent that Consultants must disclose information to lenders and equity partners to obtain financing. Both parties agree not to use the confidential information disclosed to them for their own benefit, or for the benefit of any party with which the Consultant or the Company is affiliated. If this agreement is terminated, each party upon request will promptly return to the other party all documents, contracts, records, or other information received by it that disclose or embody confidential information of the other party.

5. Covenant Not To Circumvent:

It is understood that the Consultants will be introducing the Company to equity, debt and other financing parties along with potential purchasers of Company’s product or suite of products. The Company agrees that its employees, officers, directors or other consultants will not circumvent this agreement in an endeavor to employ, tempt or cause any investment from Consultants contacts. The Company understands that such action would constitute a breach of this agreement and would be harmful or damaging to the Consultants business; as a result the Consultants would be owed treble damages payable forthwith in cash or kind in the amount of ($100,000).

6. Consents and Approvals

By their signature below, each party agrees they have been duly authorized to enter into and execute this agreement and have obtained the approval and consent of their respective Boards of Directors, and any other parties, which are appropriate or necessary for this agreement.

7. Jurisdiction:

The agreements associated with this transaction will all be subject to Pennsylvania law. Disputes will be resolved through the use of a nationally recognized arbitration group. The location of any arbitration or legal proceeding will be in the Berks County, Pennsylvania.

8. Transfer:

This Agreement shall not be assigned by either party without the prior written consent of the other party.

9. Indemnity.

Company shall indemnify, defend and hold harmless Consultant from and against any and all losses incurred by Consultant which arise out of or result from misrepresentation, breach of warranty or breach or non- fulfillment of any covenant contained herein or Schedules annexed hereto or in any other documents

Company Initials /s/TCD Consultant Initials /s/ACK

or instruments furnished by Company pursuant hereto or in connection with this Agreement.

10. Modifications:

A modification or waiver of any of the provisions of this Agreement shall be effective only if made in writing and executed with the same formality as this Agreement.

11. Waiver:

The failure of either Party to insist on compliance with any of the terms, covenants, or conditions of this Agreement by the other Party shall not be deemed a waiver of that term, covenant, or condition, not shall any waiver or relinquishment of any right or power at any time be deemed a waiver or relinquishment of that right or power for all or any other times.

12. Partial Invalidity:

If any provision in this Agreement is held by a court of competent jurisdiction be found to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

13. Attorney's Fees:

If any legal action is commenced or necessary to enforce or interrupt the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled.

Intentionally Blank

Company Initials /s/TCD Consultant Initials /s/ACK

14. Entire Agreement:

This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the engagement of Consultant by Company, and contains all of the covenants and agreements between Parties with respect to that engagement in any manner whatsoever. Each Party acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not embodied herein, and that no agreement, statement, or promise not contained in this Agreement shall be valid or binding on either Party, except that any other written agreement dated and signed concurrent with or after this Agreement shall be valid as between the signing Parties thereto.

AND NOW, intending to be legally bound thereby, the parties had set their hands this 21^st day; of November, 2007.

Sanguine Corp.

/s/T. C Drees

Tom Drees, President

Consultant

/s/Alfonso Knoll

Signee

Company Initials /s/TCD Consultant Initials /s/ACK

EX-10 3 lkbconsutingagreementclean11.htm NOVEMBER MANAGEMENT CONSULTING AGREEMENT LKB PARTNERS, LLC Consulting Agreement

MANAGEMENT CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”), made and entered into this 22 of August, 2007, by and between Sanguine Corp. (hereinafter also the “Company” and “SGNC”), and LKB Partners, LLC. (“Consultant”),

WITNESSETH

WHEREAS, the Company wishes to receive management consulting services from Consultant and Consultant is willing to provide such consulting services, and Company and Consultant wish to enter into this Agreement to set forth the terms and conditions on which services will be provided.

NOW, THEREFORE, the Company and Consultant hereby mutually covenant and agree as follows:

1. Engagement of Consultant. Consultant is hereby retained by the Company, and Consultant hereby accepts such retainment, to act in the full capacity as General Manager and President for the Company for the compensation and on the terms and conditions hereinafter expressed. Consultant shall perform such consulting duties as are set forth herein.

2. Consultant’s Duties. Consultant will work on behalf of the Company and oversee all operations thereof, including; running day-to-day business operations, entering into or negotiating contracts, hiring and firing of personnel, paying expenses, devising, revising and implementing business, financing, and marketing strategies, and all other necessary tasks relevant to the position. Furthermore, Consultant will be responsible for procuring for the Company the requisite equity capital to pay current obligations and work to provide capital for future endeavors.

3. Compensation for Services. The Company agrees to pay to Consultant the following fees (collectively, the “Fee”):

(a) On the first day of each month falling within the Term, the sum of $8,000, and

(b) a total of 3,000,000 common shares of SGNC., of which 500,000 shall be made free trading through a grant from the Company’s Stock Option Plan to Frank Marra personally under

a separate Letter Agreement of even date; and

(c) options to purchase up to 9.5 percent of the issued and outstanding shares of SGNC at a price of $0.06 for a period of two years; provided, however, these Options, to the extent not exercised prior thereto, shall be void on March 31, 2008, unless the Company shall have raised not less than the sum of $500,000 through the efforts of the Holder or its associates or affiliates or by persons introduced by the Holder or its associates or affiliates by March 31, 2008, with no proration of Options in the event all $500,000 is not raised.

4. Term. The term of this Agreement (the “Term”) shall begin on the date of this Agreement and expire on the last day of the twenty-forth month following its executed signature, unless terminated by both parties or by the Board of Directors with due cause.

5. Termination of Agreement. Notwithstanding that the Term shall not have been completed, the Company may terminate this Agreement (a) upon the death of Consultant, (b) if Consultant should be incapacitated by illness or any other matter from performing his duties hereunder for a continuous period of sixty days, or (c) for cause by delivery by the Company to Consultant of notice specifying such cause.

6. Confidential Information. Consultant agrees that, during the Term and at all times after the termination of this Agreement for whatever reason, he will treat as confidential and maintain in confidence all information relating to the business of the Company, including without limitation the identity of the customers and suppliers of the Company, the Company’s arrangements with such suppliers and customers, and technical data relating to the Company’s products and services. In addition, Consultant agrees that, without the prior written approval of the Company, he will not disclose any such information at any time to any person, corporation, association or other entity except authorized personnel of the Company or a subsidiary of the Company. Upon the termination of this Agreement for any reason, Consultant will not take or retain from the premises of the Company or any subsidiary of the Company any records, fi les or other documents, or copies thereof, relating in any way to the business operations of the Company or any subsidiary of the Company. It is expressly agreed that the remedy at law for breach of the agreements set forth in this Section is inadequate and that the Company shall, in addition to any other available remedies (including, without limitation, the right of offset), be entitled to injunctive relief to prevent the breach or threatened breach thereof.

8. Assignability. The Company shall have the right to assign this Agreement to any subsidiary of the Company and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against said assigns. Likewise, the rights, benefits and obligations of Consultant under this Agreement are assignable and transferable to any third party, without limitation.

9. Governing Law; Consent to Jurisdiction. This Agreement shall be deemed to have been made under, and shall be construed and interpreted in accordance with, the laws of the State of California, excluding any conflicts-of-law rule or law which might refer such construction and interpretation to the laws of another state, republic or country. The parties hereby submit to the jurisdiction of the state and federal courts in California and waive any right to which they might be entitled to submit any dispute hereunder to the courts of another state, republic or country.

11. Modifications; Waiver. This Agreement shall not be amended or modified except by written instrument executed by the Company and Consultant. The failure of the Company or Consultant to insist upon strict performance of any provision hereof shall not constitute a waiver of, or estoppel against asserting, the right to require such performance in the future, nor shall a waiver or estoppel in any one instance constitute a waiver or estoppel with respect to a later breach of a similar nature or otherwise.

12. Remedies. The remedies accorded to the parties by this Agreement are in addition to, and not in lieu of, all other remedies to which the parties may be entitled at law or in equity.

13. Inconsistent Obligations. Consultant represents and warrants that, at the date of this Agreement, he has no obligations that are inconsistent with those of this Agreement.

14. Sole Agreement. All prior negotiations and agreements between the parties hereto relating to the transactions, employment and services contemplated hereby are superseded by this Agreement, and there are no representations, warranties, understandings or agreements with respect to such transactions, employment or services other than those expressly set forth herein.

15. Severability. If any of the terms or conditions of this Agreement are held by any court of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not render unenforceable or invalid the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be unenforceable or invalid, the rights and obligations of the parties shall be construed and enforced accordingly, and this Agreement shall thereupon remain in frill force and effect.

IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement as of the day and year first above written.

/s/Frank Marra

LKB Partners, LLC

Frank Marra, Managing Member

Sanguine Corp.

By: /s/T. C. Drees

Tom Drees, President

EX-10 4 stockpurchaseagreementterras.htm STOCK PURCHASE AGREEMENT WITH TERRA SILEX HOLDINGS, LLC STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of September__, 2007 by and among Sanguine Corporation a Nevada corporation (the “Company”), and Terra Silex Holdings LLC, a Pennsylvania LLC (the “Investor”).

WHEREAS, the Company desires to issue to the Investor, and the Investor desires to purchase from the Company, shares of $.001 par value per share Common Stock (the “Stock”), pursuant to an exemption from registration under Regulation D under the Securities Act of 1933, as amended as of the date of this Agreement (the “1933 Act”), on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, the parties hereby agree as follows:

Agreement to Purchase and Sell the Stock. The Company will issue and sell to the Investor and the Investor agrees to purchase TWO MILLION (2,000,000) shares of Stock for a purchase price of ONE HUNDRED THOUSAND dollars ($100,000.00) (the “Purchase Price”) pursuant to an exemption from registration provided by Regulation D promulgated under the 1933 Act. (*Regulation D qualified shares refers to Shares issued by company under Regulation D, Rule 501-508 of the Securities Act of 1933 ((“The Act”)). The parties agree that the Distributions contemplated herein shall qualify as limited offerings under Regulation D using either Rule 504, 505,or 506 and therefore, the transaction need not be reported to the SEC and the shares need not be registered.)

1. Closing and Payment.

1.1 The Company will sell and, subject to the terms and conditions hereof, and in reliance upon the written representations and warranties of the Company, the Investor will purchase, at a single closing, the Stock. The closing shall be held on or before September 28, 2007 (the “Closing”). Within one (1) business day of the Closing, the Company will deliver to the Investor original stock certificates in the Investor’s name and in such denominations as the Investor may specify prior to the Closing. The Purchase Price shall be paid by check or wire transfer of immediately available funds to the account designated by the Company in writing prior to the Closing.

2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor that the statements in the following paragraphs of this Section 3 are all true and complete as of the date hereof:

2.1 Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of Nevada, and has full corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets and properties. The Company has full corporate power and authority to execute and deliver this Agreement, and to

perform its obligations hereunder, and to consummate the transactions contemplated hereby.

2.2 Authority; Due Authorization. The execution and delivery by the Company of this Agreement, and the performance by the Company of its obligations hereunder, have been duly and validly authorized by the Board of Directors of the Company, no other corporate action on the part of the Company or its respective shareholders being necessary. This Agreement has been duly and validly executed and delivered by the Company, and upon the delivery by the Company of the Stock will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

2.3 No Conflicts. The execution and delivery by the Company of this Agreement does not, and the performance by the Company of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not:

2.3.1 conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or by-laws (or other comparable corporate charter document) of the Company;

2.3.2 conflict with or result in a violation or breach of any term or provision of any law or order applicable to the Company or any of its assets and properties; or

2.3.3 (a) conflict with or result in a violation or breach of, (b) constitute (with or without notice or lapse of time or both) a default under, (c) require the Company or any other person or entity to obtain any consent, approval or action of, make any filing with or give any notice to any person or entity as a result or under the terms of, or (d) result in the creation or imposition of any lien upon the Company or any of its assets or properties under, any contract or license to which the Company is a party or by which any of its assets and properties is bound.

3. Representations, Warranties and Certain Agreements of Investor. Investor hereby represents and warrants to, and agrees with, the Company that:

3.1 Authorization. This Agreement constitutes its valid and legally binding obligation, enforceable in accordance with its terms. Investor represents that Investor has full power and authority to enter into this Agreement.

3.2 Purchase for Own Account. The Stock to be purchased by the Investor hereunder will be acquired for investment for Investor’s own account, not as a nominee or agent.

3.3 Investment Experience. INVESTOR UNDERSTANDS THAT THE PURCHASE OF THE STOCK INVOLVES SUBSTANTIAL RISK.

INVESTOR (A) HAS EXPERIENCE AS AN INVESTOR IN SECURITIES OF COMPANIES IN THE DEVELOPMENT STAGE AND ACKNOWLEDGES THAT INVESTOR CAN BEAR THE ECONOMIC RISK OF INVESTOR’S INVESTMENT IN THE STOCK AND (B) HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL OR BUSINESS MATTERS THAT INVESTOR IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF THIS INVESTMENT IN THE STOCK AND PROTECTING INVESTOR’S INTERESTS IN CONNECTION WITH THIS INVESTMENT.

3.4 Accredited Investor Status. The Investor is an “accredited investor” within the meaning of Rule 502 of Regulation D promulgated under the 1933Act.

4. General Provisions.

4.1 Survival of Warranties; Investigation. The representations, warranties and covenants of the Company and Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing. It shall be no defense to an action for breach of this Agreement that Investor or its agents have (or have not) made investigations into the affairs of the Company or that the Company could not have known of the misrepresentation or breach of warranty. Damages for breach of a representation or warranty or other provision of this Agreement shall not be diminished by alleged tax savings resulting to the complaining party as a result of the loss complained of.

4.2 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.

4.3 Governing Law; Jurisdiction. The agreements associated with this transaction will all be subject to Pennsylvania law. Disputes will be resolved through the use of a nationally recognized arbitration group. The location of any arbitration or legal proceeding will be in Pennsylvania.

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

4.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A telefaxed copy of this Agreement shall be deemed an original.

4.5 Headings. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs, exhibits and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated herein by this reference.

4.6 Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

If to the Investor:

Terra Silex Holdings LLC.

240 Main Street

Denver, PA 17517

Attention: Alfonso Knoll

Facsimile: 610-678-7926

If to the Company:

Sanguine Corporation

101 E. Green Street. Suite 6

Pasadena, CA 9ll08

_______________________________

Facsimile No.: 626-405-1041

Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopier or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

4.7 Costs, Expenses. Each party hereto shall bear their own costs in connection with the preparation, execution and delivery of this Agreement.

4.8 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company, and the Investor. No delay or omission to exercise any right, power, or remedy accruing to the Investor, upon any breach, default or noncompliance of the Company under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. All remedies, either under this Agreement, by law, or otherwise afforded to the Investor, shall be cumulative and not alternative.

4.9 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

4.10 Entire Agreement. This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the parties with respect to the subject matter hereof.

4.11 Further Assurances. From and after the date of this Agreement, upon the request of the Investor or the Company, the Company and the Investor shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

THE COMPANY:

Sanguine Corporation

By: /s/T. C. Drees

Title: Chairman & CEO

INVESTOR:

TERRA SILEX HOLDINGS LLC

By: /s/Alfonso Knoll

Title: CEO

EX-10 5 knollletteragreementclean111.htm KNOLL LETTER AGREEMENT My name is Alfonso C

kksVENTURES

My name is Alfonso C. Knoll, and I am CEO of KKS Ventures, LLC. KKS Ventures is a financial consulting firm that specializes in assisting emerging market companies, with focus on medical device technology, in growing their businesses. I, personally have served as CEO and President of 5 companies and most recently served as CEO of Rheologics Technologies, Inc., a publicly traded medical device/biotechnology company based in Exton, PA. I have significant experience in growing companies, both through acquisitions and mergers, and organic growth. Also, I have accumulated a substantial data base of contacts over the past ten years, including investment bankers, brokers, emerging growth company entrepreneurs, funds, medical and biomedical experts, as well as numerous and various other persons that will serve to assist Sanguine in its endeavors. Further, I specialize in helping small public companies position for financing and achieving a more visible listing, giving them a better opportunity for success.

In working with Sanguine, KKS and I will look to accomplish two main goals. First, I will seek to assist them in their search for acquisitions and/or merger candidates. We have already begun this process. Second, I am working to increase their shareholder base through introduction to my network of brokers and investment contacts.

In addition, as part of my service to SGNC, I will be working closely with management to assist in getting the company’s products more exposure.

I want to state that I am in no way a broker and do not receive a commission or fee for raising capital. I do also head up an investment fund named Terra Silex which has been in business for more than 6 years that has been actively making investments in small cap companies during this period. Through this fund we have made a $100,000 investment into Sanguine Corp. It is in my and my partners’ best interest that SGNC is successful.

I will personally provide a portion of my time as an individual consultant to the Company for these types of services for payment to me individually of 675,000 shares of free trading common stock by a grant under the Company’s Stock Option Plan.

My personal information is:

Name: Alfonso C. Knoll

Address: 124 Huntzinger Rd, Wernersville, PA 19565

SSN:

Sincerely,

Alfonso C. Knoll Dated:_______________.

Accepted: /s/Alfonso C. Knoll

Sanguine Corporation

By/s/T. D. Drees Dated: 11/20/07

(Signature & Title)

EX-10 6 marraletteragreementclean111.htm MARRA LETTER AGREEMENT My name is Frank Marra and I serve as President of LKB Partners, LLC

The Board of Sanguine Corp.

I proclaim the following to be true as stated as follows:

My name is Frank Marra and I serve as President of LKB Partners, LLC. I have been working with Sanguine Corp (SGNC) for six months. After starting as a financial consultant to the Company it became clear that the Company would be better served with my services to be rendered as a Management Consultant. I have been working on all facets of the business of Sanguine. I have been championing the progress of PHER-O2. I have the main communicator and negotiator with Fresenius and Beckloff, have been examining the Company’s patent position and strategy, creating the future business strategy, including preliminary negotiations with potential acquisition candidates (NCI Pharmaceuticals (Canada), n3 Pharmaceuticals), brought in new advisors Stuart Beebe and James Eck, negotiating with Dr. Herb Meiselman to head up some clinical studies, and introduced the Company to Terra Silex, a small cap fund that invested $100,000 (of which I re ceived no fee nor will I). While my primary duties with the Company do not entail the raising of financing, I will work as closely with management as possible to assist the Company in achieving its desired capital goals. I will continue to personally provide these types of services for payment to me individually of 500,000 shares of free trading common stock by a grant under the Company’s Stock Option Plan.

Best Regards,

Frank Marra, LKB Partners, LLC

Accepted: /s/Frank Marra

Sanguine Corporation:

By/s/ T.C. Drees CEO Date:11/20/07

(Signature & Title)

Endnotes

LKB

EX-10 7 dreesconsultingagreementclea.htm MANAGEMENT CONSULTING AGREEMENT WITH THOMAS C. DREES, PH.D. Consulting Agreement

MANAGEMENT CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”), made and entered into this 25th of September, 2007, by and between Sanguine Corp. (hereinafter also the “Company” and “SGNC” ), and Thomas C. Drees, Ph.D. (“Consultant”),

WITNESSETH

NOW, THEREFORE, the Company and Consultant hereby mutually covenant and agree as follows:

1. Engagement of Consultant. Consultant is hereby retained by the Company, and Consultant hereby accepts such retainment, to act in the full capacity as Chief Executive Officer (CEO) for the Company for the compensation and on the terms and conditions hereinafter expressed. Consultant shall perform such consulting duties as are set forth herein.

2. Consultant’s Duties. Consultant will work on behalf of the Company and thereby assist in all operations thereof. Duties will include, but not be limited to, working with management to help promote the overall growth of the Company, evaluating business opportunities, offering input on critical business issues that may arise from time to time, participate in planning for the Company’s business future, and other like duties.

3. Compensation for Services. The Company agrees to pay to Consultant the fee of $4,000 per month, in perpetuity for so long as the Company is in business or the Consultant expires. In the event that the Consultant is relieved of the obligations of this agreement and no longer serves as CEO, the fee will remain intact until one of the aforementioned conditions occurs.

4. Termination of Agreement. Notwithstanding that the Term shall not have been completed, the Company may terminate this Agreement (a) upon the death of Consultant, (b) if Consultant should be incapacitated by illness or any other matter from performing his duties hereunder for a continuous period of sixty days.

5. Confidential Information. Consultant agrees that, during the Term and at all times after the termination of this Agreement for whatever reason, he will treat as confidential and maintain in confidence all information relating to the business of the Company, including without limitation the identity of the customers and suppliers of the Company, the Company’s

arrangements with such suppliers and customers, and technical data relating to the Company’s products and services. In addition, Consultant agrees that, without the prior written approval of the Company, he will not disclose any such information at any time to any person, corporation, association or other entity except authorized personnel of the Company or a subsidiary of the Company. Upon the termination of this Agreement for any reason, Consultant will not take or retain from the premises of the Company or any subsidiary of the Company any records, files or other documents, or copies thereof, relating in any way to the business operations of the Company or any subsidiary of the Company. It is expressly agreed that the remedy at law for breach of the agreements set forth in this Section is inadequate and that the Company shall, in addition to any other available remedies (including, without limitation, the right of offset), be entitled to injunctive relief to prevent the breach or threatened breach thereof.

6. Assignability. The Company shall have the right to assign this Agreement to any subsidiary of the Company and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against said assigns. The rights, benefits and obligations of Consultant under this Agreement are NOT assignable and transferable to any third party.

7. Governing Law; Consent to Jurisdiction. This Agreement shall be deemed to have been made under, and shall be construed and interpreted in accordance with, the laws of the State of California, excluding any conflicts-of-law rule or law which might refer such construction and interpretation to the laws of another state, republic or country. The parties hereby submit to the jurisdiction of the state and federal courts in California and waive any right to which they might be entitled to submit any dispute hereunder to the courts of another state, republic or country.

8. Modifications; Waiver. This Agreement shall not be amended or modified except by written instrument executed by the Company and Consultant. The failure of the Company or Consultant to insist upon strict performance of any provision hereof shall not constitute a waiver of, or estoppel against asserting, the right to require such performance in the future, nor shall a waiver or estoppel in any one instance constitute a waiver or estoppel with respect to a later breach of a similar nature or otherwise.

9. Remedies. The remedies accorded to the parties by this Agreement are in addition to, and not in lieu of, all other remedies to which the parties may be entitled at law or in equity.

10. Inconsistent Obligations. Consultant represents and warrants that, at the date of this Agreement, he has no obligations that are inconsistent with those of this Agreement.

11. Sole Agreement. All prior negotiations and agreements between the parties hereto relating to the transactions, employment and services contemplated hereby are superseded by this Agreement, and there are no representations, warranties, understandings or agreements with respect to such transactions, employment or services other than those expressly set forth herein.

12. Severability. If any of the terms or conditions of this Agreement are held by any court of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not render unenforceable or invalid the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be unenforceable

or invalid, the rights and obligations of the parties shall be construed and enforced accordingly, and this Agreement shall thereupon remain in frill force and effect.

IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement as of the day and year first above written.

/s/T.C. Drees

Tomas Drees

Sanguine Corp.

By: /s/David E. Nelson

David E. Nelson, Secretary Treasurer

EX-10 8 investorrelationsconsultinga.htm APRIL INVESTOR RELATIONS/CONSULTING AGREEMENT WITH LKB PARTNERS, LLC Consulting Agreement

INVESTOR RELATIONS/CONSULTING AGREEMENT

This Consulting Agreement ("Agreement"), made and entered into this 4th of April, 2007, by and between Sanguine Corp. (the "Company"), and LKB Partners, LLC. ("Consultant"),

WITNESSETH

WHEREAS, the Company wishes to receive consulting services from Consultant from time to time and Consultant is willing to provide such consulting services, and Company and Consultant wish to enter into this Agreement to set forth the terms and conditions on which services will be provided.

NOW, THEREFORE, the Company and Consultant hereby mutually covenant and agree as follows:

1. Engagement of Consultant. Consultant is hereby retained by the Company, and Consultant hereby accepts such retainment, as a general advisor and consultant to the Company for the compensation and on the terms and conditions hereinafter expressed. Consultant shall perform investor relations consulting duties as are set forth herein and include, but not be limited to: registered representative introduction and communication, institutional introduction and communication, newsletter writer introduction and communication, equity placement advisement, underwriter introduction, capital structure consulting, business plan advisement, and other related consulting activities that may be required or assigned to Consultant from time to time.

2. Consultant's Duties. Consultant will make himself available for general consultation at all reasonable times by telephone or correspondence, and will be available at the Company's premises for up to eight days per month on mutually-agreed dates. The Company agrees to give Consultant reasonable notice of what Services it desires and when it desires them to be performed. In that connection, the Company and Consultant agree to cooperate in resolving any scheduling problems that may arise with respect to Consultant being available at the times requested.

3. Compensation for Services. The Company agrees to pay to Consultant the following fees (collectively, the "Fee"):

(a) On the first day of each month falling within the Term, $8,000, and

(b) Four (4) Million Restricted 144 shares of the Company’s common stock issued upon execution of this Agreement. Company agrees to register said shares as part of any registration it undertakes during the proceeding twelve months following this Agreement’s execution.

(c) Options to purchase up to an additional 5 million shares at a strike price of $.06 per common share for a period of 24 months, unless extended by mutual agreement of both parties, from the execution date of this Agreement.

In addition to the Fee, the Company shall reimburse Consultant for all agreed to valid out-of-pocket expenses pre-approved by the Company, which shall be reimbursed to Consultant.

4. Term. The term of this Agreement (the "Term") shall begin on the date of this Agreement and expire on the last day of the fifteen month following its executed signature, provided that it may be extended by mutual agreement in writing for additional one-year terms and may be terminated during the Term as provided in Section 6 hereof.

5. Duties of Consultant Relating to Consulting Services. Consultant shall at all times be acting and performing hereunder as an independent contractor. In connection with the performance by Consultant of Services, the Company shall not have or exercise any control or direction over the Services performed by Consultant, and will not in any way supervise or control his activities. Consultant shall perform all of the Services herein provided for relying on his own experience, knowledge, judgment and techniques. Consultant shall not, in the performance of his duties, be managed or advised concerning the same by the Company. Consultant will not be acting as the employee, agent, partner, servant or representative of the Company, and Consultant will not have any authority to bind the Company or any subsidiary of the Company in any manner.

6. Termination of Agreement. Notwithstanding that the Term shall not have been completed, the Company may terminate this Agreement (a) upon the death of Consultant, (b) if Consultant should be incapacitated by illness or any other matter from performing his duties hereunder for a continuous period of sixty days, or (c) for cause by delivery by the Company to Consultant of notice specifying such cause. If this Agreement is terminated, the Company shall only be obligated to make payments of Fee due on a pro rata basis to the date of termination.

7. Confidential Information. Consultant agrees that, during the Term and at all times after the termination of this Agreement for whatever reason, he will treat as confidential and maintain in confidence all information relating to the business of the Company, including without limitation the identity of the customers and suppliers of the Company, the Company's arrangements with such suppliers and customers, and technical data relating to the Company's products and services. In addition, Consultant agrees that, without the prior written approval of the Company, he will not disclose any such information at any time to any person, corporation, association or other entity except authorized personnel of the Company or a subsidiary of the Company. Upon the termination of this Agreement for any reason, Consultant will not take or retain from the premises of the Company or any subsidiary of the Company any records, files or oth er documents, or copies thereof, relating in any way to the business operations of the Company or any subsidiary of the Company. It is expressly agreed that the remedy at law for breach of the agreements set forth in this Section is inadequate and that the Company shall, in addition to any other available remedies (including, without limitation, the right of offset), be entitled to injunctive relief to prevent the breach or threatened breach thereof.

8. Assignability. The Company shall have the right to assign this Agreement to any subsidiary of the Company and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against said assigns. The rights, benefits and obligations of Consultant under this Agreement are personal to him, and no such rights, benefits or obligations shall be subject to voluntary or involuntary alienation, assignment or transfer.

9. Governing Law; Consent to Jurisdiction. This Agreement shall be deemed to have been made under, and shall be construed and interpreted in accordance with, the laws of the State of California, excluding any conflicts-of-law rule or law which might refer such construction and interpretation to the laws of another state, republic or country. The parties hereby submit to the jurisdiction of the state and federal courts in , California and waive any right to which they might be entitled to submit any dispute hereunder to the courts of another state, republic or country.

12. Remedies. The remedies accorded to the parties by this Agreement are in addition to, and not in lieu of, all other remedies to which the parties may be entitled at law or in equity.

13. Inconsistent Obligations. Consultant represents and warrants that, at the date of this Agreement, he has no obligations that are inconsistent with those of this Agreement.

IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement as of the day and year first above written.

/s/Frank Marra

LKB Partners, LLC

Frank Marra, Managing Member

Sanguine Corp.

By: Thomas C. Drees

Its: Duly Authorized Representative

EX-10 9 dreesoptionstolkbclean112607.htm STOCK OPTION AGREEMENT BETWEEN THOMAS DREES AND LKB PARTNERS, LLC Stock Option Agreement

Stock Option Agreement

THIS AGREEMENT made as of this 21st day of November, 2007 by and between Thomas C. Drees, an individual of Pasadena, CA (the “Optionor”) and LKB Partners, LLC, of Exton, PA (the “Optionee”).

WHEREAS:

(A) The Optionor is the legal and beneficial owner of 42 million common (est.) shares (the “Optionor’s Shares”) in the capital stock of Sanguine Corp (SGNC.OB) (the “Corporation”); and

(B) The Optionor wishes to grant to the Optionee and the Optionee wishes to accept from the Optionor, an option to purchase 10 million of the Optionor’s Shares (the “Optioned Shares”);

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Optionor hereby grants to the Optionee an option (the “Option”) to purchase the Optioned Shares at a purchase price (the “Purchase Price”) of $0.035 per share for an aggregate Purchase Price of $350,000, upon and subject to the following terms and conditions:

1. Option Exercise Period. The Option may be exercised by the Optionee in whole or in part at any time from the date hereof until the day preceding the earlier of (i) 5 years from the execution date of this Agreement, or (ii) the death of the Optionee (the earliest of which dates shall be the “Termination Date”) and shall terminate on the Termination Date unless exercised by the Optionee prior thereto; provided, however, these Options, to the extent not exercised prior thereto, shall be void on March 31, 2008, unless the Company shall have raised not less than the sum of $500,000 through the efforts of the Holder or its associates or affiliates or by persons introduced by the Holder or its associates or affiliates by March 31, 2008, at not less than $0.05 per share, with prorata adjustments for any recapitalizations, and with no proration of Options in the event all $500,000 is not raised.

2. Exercise of Option. The Optionee shall, for the purposes of exercising the Option, give to the Optionor notice in writing thereof (the “Notice”), accompanied by a certified check or bank draft payable to the Optionor in the amount of the Purchase Price.

3. Transfer of Optioned Shares. Upon compliance by the Optionee of all of the terms and conditions of this Agreement, and subject to compliance with applicable securities laws, rules and regulations, and upon receipt by the Optionor of (i) the Notice, and (ii) payment of the Purchase Price, the Optionor shall sell and transfer to the Optionee the Optioned Shares and as evidence thereof, the Optionor shall execute in favor of the Optionee a

Page 2

form of transfer and an endorsement on the share certificates representing the Optioned Shares, together with such other documents to evidence the sale and transfer as the Optionee reasonably requests. The Optionor shall also cause the Corporation’s directors to consent (if necessary) to the sale and transfer of the Optioned Shares to the Optionee.

4. Assignability of Option. The Option is personal to the Optionee. Accordingly, the Optionee may sell, assign or otherwise transfer the Option or any of its rights under this Agreement without the prior written consent of the Optionor.

5. Entire Agreement. This Agreement expresses the entire agreement between the parties concerning the subject matter hereof and supersedes all previous agreements, whether written or oral, between the parties respecting the subject matter hereof.

6. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators and successors and permitted assigns.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.


November 21, 2007		/s/Thomas C. Drees
Date		Thomas C. Drees

LKB PARTNERS, LLC


		/s/Frank Marra
Date		Frank Marra

EX-10 10 dreesoptionstoterraclean1126.htm OPTION AGREEMENT BETWEEN TOM DREES AND TERRA SILEX HOLDINGS, LLC CONFIDENTIAL

CONFIDENTIAL

OPTION AGREEMENT

THIS OPTION AGREEMENT (this “Agreement”) is entered into as of November 21st, 2007, by and between Thomas C. Drees an individual (the “Seller”), and Terra Silex Holdings LLC, a Pennsylvania LLC (the “Holder”), together with any successors and assigns.

Recitals

A. WHEREAS, the Seller has agreed to grant an Option to the Holder for the purchase of Ten Million (10,000,000) shares at Three and One-Half Cents ($0.035) per share of common stock, par value $0.001 per share, of Sanguine Corporation, a Nevada corporation (the “Company”) (each, an “Option”); and

Agreement

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, to implement the terms of the Option Agreement, and for the purpose of defining the terms and provisions of the Options and the respective rights and obligations hereunder of the Seller and the registered owners of the Options and any security into which they may be exchanged (the “Holders”), the parties hereto covenant and agree as follows:

1. Transfer and Exchange of Options

Subject to the terms hereof, the Seller shall initially sign and deliver Options hereunder to the Holder. Both Parties acknowledge that the Options shall be fully transferable, subject to compliance with applicable securities laws, rules and regulations, and Seller agrees to cooperate in a timely fashion in the event that the Holder transfers, sells, grants or otherwise divests themselves of the Options.

2. Term of Options; Exercise of Options;

2.1. Term of Options. These Options will be exercisable at any time from November 13, 2007, until August 31, 2012; provided, however, these Options, to the extent not exercised prior thereto, shall be void on March 31, 2008, unless the Company shall have raised not less than the sum of $500,000 through the efforts of the Holder or its associates or affiliates or by persons introduced by the Holder or its associates or affiliates by March 31, 2008, at not less than $0.05 per share, with prorata adjustments for any recapitalizations, and with no proration of Options in the event all $500,000 is not raised.

2.2. Exercise of Options. During the Exercise Period, each Holder may, subject to the terms of this Agreement, exercise from time to time some or all of the Options evidenced by its Option Certificate(s) by (i) surrendering to the Seller such Option Certificate(s) with the form of notice attached thereto duly filled in and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule of the Securities Exchange Act of 1934, and (ii) paying to the Seller the aggregate Exercise Price for the number of Option Shares in respect of which such Options are exercised. Options shall be deemed exercised on the date such Option Certificate(s) are surrendered to the Seller and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made by cash, check, wire transfer of immediately available funds or other legal tender to the Seller. All payments required to be made hereunder shall be made in lawful money of the United States of America.

Upon the exercise of any Options in accordance with this Agreement, the Seller shall cause the Transfer Agent of Sanguine Corporation, on the Seller’s behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Option Shares issuable upon the exercise of such Options and shall take such other actions or cause the Transfer Agent of Sanguine Corporation to take such other actions at the Seller’s sole expense as are necessary to complete the exercise of the Options (including, without limitation, payment of any cash with respect to fractional interests). The certificate or certificates representing such Option Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Option Shares as of the dat e the Options are exercised hereunder.

In the event that less than all of the Options evidenced by a Option Certificate are exercised, the Holder thereof shall be entitled to receive a new Option Certificate or Certificates as specified by such Holder evidencing the remaining Option or Options, and the Option Agent is hereby irrevocably authorized by the Seller to countersign, issue and deliver the required new Option Certificate or Certificates evidencing such remaining Option or Options pursuant to the provisions of this Section 2.2.

3. Mutilated or Missing Option Certificates

In the event that any Option Certificate shall be mutilated, lost, stolen or destroyed, the Seller shall reissue and deliver in exchange and substitution for and upon cancellation of the mutilated Option Certificate or in lieu of and substitution for the Option Certificate lost, stolen or destroyed, a new Option Certificate of like tenor and representing an equivalent right or interest.

4. No Rights as Stockholders.

Nothing contained in this Agreement or in any of the Options shall be construed as conferring upon the Holders or their transferees the right to vote or to receive dividends or to consent or to receive notice as stockholders in respect of any meeting of stockholders for the election of directors of the Sanguine Corporation or any other matter, or any rights whatsoever as stockholders of Sanguine Corporation.

5. General Provisions.

5.1 Survival of Warranties; Investigation.

The representations, Warranties and covenants of the Seller and Holder contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing. It shall be no defense to an action for breach of this Agreement that Investor or its agents have (or have not) made investigations into the affairs of the Seller or that the Seller could not have known of the misrepresentation or breach of Warranty. Damages for breach of a representation or Warranty or other provision of this Agreement shall not be diminished by alleged tax savings resulting to the complaining party as a result of the loss complained of.

5.2 Successors and Assigns.

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.

5.3 Governing Law; Jurisdiction.

OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

5.4 Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A telefaxed copy of this Agreement shall be deemed an original.

5.5 Headings.

The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs, exhibits and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated herein by this reference.

5.6 Notices.

All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

If to the Holder:

Terra Silex Holdings LLC.

4453 Penn Ave.

Sinking Spring, PA 19506

Attention: Alfonso Knoll

Facsimile: 610-678-7926

If to the Seller:

Thomas C. Drees

101 E. Green Street, Ste 6

Pasadena, CA 91105

Facsimile No.: 626-405-1041

number for notices and other communications hereunder by notice to the other parties hereto.

5.7 Costs, Expenses.

Except as otherwise set forth in this document, each party hereto shall bear their own costs in connection with the preparation, execution and delivery of this Agreement.

5.8 Amendments and Waivers.

Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Seller, and the Holder. No delay or omission to exercise any right, power, or remedy accruing to the Investor, upon any breach, default or noncompliance of the Seller under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. All remedies, either under this Agreement, by law, or otherwise afforded to the Investor, shall be cumulative and not alternative.

5.9 Severability

If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

5.10 Entire Agreement

This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement and understanding of the parties with respect to the subject matter of Options and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the parties with respect to the subject matter of Options.

5.11 Further Assurances.

From and after the date of this Agreement, upon the request of the Holder or the Seller, the Seller and the Holder shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

THE SELLER:

Thomas C. Drees

By: /s/T. C. Drees

Title: CEO

HOLDER:

TERRA SILEX HOLDINGS LLC

By: /s/Alfonso Knolls

Title: CEO