APRIL 2000 CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
5th day of May, 2000, among Sanguine Corporation, a Nevada corporation
("Sanguine"); and Xxxx Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxxx, Esq. and
Xxxxxxx X. Xxxxxxxxxx, who have executed and delivered this Plan by the
execution and delivery of the Counterpart Signature Pages which are designated
as Exhibits "X," "X," "C" and "D" hereof (collectively, the "Consultants").
WHEREAS, the Board of Directors of Sanguine has adopted a written
compensation agreement for compensation of three individual Consultants who
are natural persons; and
WHEREAS, Sanguine has engaged the Consultants to provide services
at the request of and subject to the satisfaction of its management; and
WHEREAS, the Consultants have provided services at the request and
subject to the approval of the management of Sanguine; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultants and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages
(Exhibits A, B, C and D hereto) and/or in Schedule X-0, X-0, X-0 and D-1 which
are respectively attached to these Exhibits; and
WHEREAS, Sanguine and the Consultants intend that this Plan and
the services performed hereunder shall be made, requested and performed in
such a manner that this Plan shall be a "written compensation agreement" as
defined in Rule 405 of the Securities and Exchange Commission ("Commission")
pursuant to which Sanguine may issue "freely tradeable" shares of its common
stock as payment for services rendered pursuant to an S-8 Registration
Statement to be filed with the Commission by Sanguine;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Sanguine hereby employs the Consultants and the
Consultants hereby accept such employment, and have and will perform the
services requested by management of Sanguine to its satisfaction during the
term hereof. The services performed by the Consultants hereunder have been
and will be personally rendered by the Consultants, and no one acting for or
on behalf of the Consultants, except those persons normally employed by the
Consultants in rendering services to others, such as secretaries, bookkeepers
and the like.
1.2 Independent Contractors. Regardless of the Consultants'
status as "employees" under Rule 405 of the Commission, all services rendered
by the Consultants hereunder have been rendered as independent contractors,
and the Consultants shall be liable for any FICA taxes, withholding or other
similar taxes or charges, and the Consultants shall indemnify and hold
Sanguine harmless therefrom; it is understood and agreed that the value of all
such items has been taken into account by the Consultants in computing the
billable rate for the services the Consultants have rendered and agreed to
render to Sanguine.
1.3 Term. All services performed at the request of Sanguine by
the Consultants shall have been performed within 90 days from the date hereof,
at which time this Plan shall terminate, unless otherwise provided herein;
provided, however, this Plan may be extended for an additional 90 day period
by written agreement of Sanguine and any of the Consultants.
1.4 Payment. Sanguine and the Consultants agree that Sanguine
shall pay the invoices of the Consultants for the services performed under
this Plan by the issuance of shares of its common stock at a price of $0.25
per share, which was the market value of these securities on the date that
Sanguine and the Consultants agreed to such compensation; provided, however,
such shares of common stock shall be issued pursuant to and shall be subject
to the filing and effectiveness of a Registration Statement on Form S-8
covering such shares with the Commission, at the sole cost and expense of
Sanguine.
1.5 Invoices for Services. On the completion of rendering the
services performed by the Consultants hereunder, each of the Consultants shall
provide Sanguine with a written invoice detailing the services duly performed.
Such invoice shall be paid by Sanguine in accordance with Section 1.4 above,
subject to the satisfaction of the management of Sanguine that the services
have been performed, and to the extent performed, that the performance was in
a satisfactory manner. The submission of an invoice for the services
performed by each of the Consultants shall be deemed to be a subscription by
the respective Consultants to purchase shares of common stock of Sanguine at
the price outlined in Section 1.4 above, subject only to the filing and
effectiveness of a Registration Statement on Form S-8 covering such shares
with the Commission.
1.6 Common Stock Price. To the extent deemed required or
necessary and for all purposes of this Plan, the Consultants shall have an
"option" covering such shares of common stock at the per share price set forth
in paragraph 1.4 above during the term hereof; the option price shall be $0.01
per share, which Sanguine agrees has been heretofore paid by the Consultants
($7,000 by Xxxx Xxxxx, $2,500 by Xxxxxxx X. Xxxxxxxxxx, Esq., $500 by Xxxxx X.
Xxxxxx [paid by Xx. Xxxxx], $500 paid by Xx. Xxxxxx in other services and
$3,000 paid by Xxxxxxx X. Xxxxxxxxxx in services); the Consultants assume the
risk of any decrease in the per share price or value of the shares of common
stock of Sanguine that may be issued by Sanguine for services performed by the
Consultants hereunder; and the Consultants agree that any such decrease shall
in no way affect the rights, obligations or duties of the Consultants
hereunder.
1.7 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Sanguine shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for
services actually performed by the respective Consultants, and duly verified
to the satisfaction of Sanguine, and subject to the filing and effectiveness
of a Registration Statement on Form S-8 of the Commission covering such
shares, one or more stock certificates representing such shares shall be
delivered to the respective Consultants at the addresses listed on the
Counterpart Signature Pages, unless another address shall be provided to
Sanguine in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Sanguine and the Consultants agree that the per share price
of shares of common stock that may be issued by Sanguine to the Consultants
for services performed under this Plan has been arbitrarily set by Sanguine;
however, in the event Sanguine shall undergo a merger, consolidation,
reorganization, recapitalization, declare a stock dividend of its shares of
common stock or cause to be implemented a forward or reverse stock split which
affects the present number of issued and outstanding shares of common stock of
Sanguine prior to the issuance of shares to the Consultants, that the per
share price and the number of shares issuable to the Consultants for services
actually rendered hereunder after such event shall be appropriately adjusted
to reflect any such event.
1.10 Effective Date. The Effective Date of the Plan for each of
the Consultants shall be the date set forth on the respective Counterpart
Signature Pages.
Section 2
Representations and Warranties of Sanguine
Sanguine represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Sanguine is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada
and is licensed or qualified as a foreign corporation in all states in which
the nature of its business or the character or ownership of its properties
makes such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of Sanguine has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Sanguine may issue "freely tradeable" shares of its common
stock as payment for services rendered, subject to the filing and
effectiveness of an S-8 Registration Statement to be filed with the Commission
by Sanguine.
2.3 Registration Statement on Form S-8. Sanguine shall engage
the services of a competent professional to prepare and file a Registration
Statement on Form S-8 with the Commission to cover the shares of common stock
to be issued under the Plan; shall cooperate with such professional in every
manner whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which such Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading, and
which such Registration Statement shall become effective immediately upon its
filing; such Registration Statement shall be prepared at the sole cost and
expense of Sanguine; and Sanguine will provide to the Consultants prior to the
issuance and delivery of any such shares of common stock a copy of such
Registration Statement, the Compensation Plan adopted by its Board of
Directors, all quarterly, annual or current reports or other documents
incorporated by reference into such Registration Statement and any other
similar reports filed or publicly disseminated following the effective date of
any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations.
Sanguine shall fully comply with any and all federal or state securities laws,
rules and regulations governing the issuance of any such shares of common
stock.
2.5 Limitation on Services. Sanguine shall not request the
Consultants to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. Sanguine is required to file
reports with the Commission pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and Sanguine has or will file with
the Commission all reports required to be filed by it forthwith, and shall
continue to file such reports with the Commission so long as required, but for
a period of not less than one year; and such reports are or will be true and
correct in every material respect.
2.7 Corporate Authority and Due Authorization. Sanguine has
full corporate power and authority to enter into this Plan and to carry out
its obligations hereunder. Execution of this Plan and performance by Sanguine
hereunder have been duly authorized by all requisite corporate action on the
part of Sanguine, and this Plan constitutes a valid and binding obligation of
Sanguine and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of Sanguine.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, Sanguine as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Sanguine for the services performed pursuant to this Agreement.
The services performed by the Consultants hereunder have been personally
rendered by the Consultants, and no one acting for or on behalf of the
Consultants.
3.2 Accredited Investors. Each of the Consultants represents
and warrants that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Sanguine, either singly or through the aid and assistance of a competent
professional, and are fully capable of bearing the economic risk of loss of
the total investment of services; further, they are "accredited investors" as
that term is defined under the 1933 Act or the rules and regulations
promulgated thereunder.
3.3 Suitability of Investment. Prior to the execution of this
Plan, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to Sanguine, and the Consultants,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of Sanguine is a suitable investment
for the Consultants.
3.4 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Sanguine shall be services related to any "capital raising" transaction; and
neither consultant is a promoter of the stock of Sanguine nor a public
relations person for Sanguine.
3.5 Authority and Authorization. Each of the Consultants has
full power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants
hereunder constitutes a valid and binding obligation of the Consultants and
performance hereunder will not violate any other agreement to which any of the
Consultants is a party.
Section 4
Indemnity
Sanguine and the Consultants agree to indemnify and hold the
other harmless for any loss or damage resulting from any misstatement of a
material fact or omission to state a material fact by the other contained
herein or contained in the S-8 Registration Statement of Sanguine to be filed
hereunder, to the extent that any misstatement or omission contained in the
Registration Statement was based upon information supplied by the other.
Section 5
Termination
Prior to the performance of services hereunder, this Plan may be
terminated (1) by mutual consent of Sanguine and the respective Consultants in
writing; (2) by either the Directors of Sanguine or the respective Consultants
if there has been a material misrepresentation or material breach of any
warranty or covenant by the other party; and (3) shall automatically terminate
at the expiration of the term hereof, provided, however, all representations
and warranties shall survive the termination hereof; provided, further,
however, that any obligation of Sanguine to pay for any services actually
rendered by the Consultants hereunder shall survive any such termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time,
after the execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested by the other
party to carry out the intent and purposes of this Plan.
6.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Sanguine: 000 Xxxx Xxxxx Xxxxxx, #00
Xxxxxxxx Xxxxxxxxxx 00000
If to Consultants: The addresses listed on the
Counterpart Signature Pages
6.3 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
6.4 Headings. The section and subsection headings in this Plan
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Nevada, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern.
6.6 Assignment. Neither Sanguine nor the Consultants can assign
any rights, duties or obligations under this Plan, and in the event of any
such assignment, such assignment shall be deemed null and void.
6.7 Counterparts. This Plan may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan effective
the day and year first above written.
SANGUINE CORPORATION, a Nevada corporation
By /s/ Xxxxxx X. Xxxxx, Ph. D., President
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement among Sanguine and the undersigned Consultant is
executed as of the date set forth herein below.
Consultant:
Xxxx Xxxxx
455 East 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 4/20/99 /s/ Xxxx Xxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising administrative services. 700,000 shares-$175,000
EXHIBIT "A-1"
April 20, 0000
Xxxxxxx X. Xxxxxxxxxx, Xxx.
Xxxxx 000, 000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Sanguine Corporation, a Nevada corporation (the
"Company")
Dear Xx. Xxxxxxxxxx:
Thank you for your letter dated April 29, 2000, regarding the S-8
proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company include the following:
Structuring of Agreements for funding the completion of animal
trials with Battelle Memorial Institute.
Budgeting disbursement schedule in alignment with Battelle
Memorial Institute requirements.
Review and analysis of Sanguine Corporation financial statements.
Analyzing and reorganizing Sanguine's managment to accomodate
current needs as well as expansion for development of new products. This
includes projecting additional funds that will be required and negotiations
with possible strategic corporate partnerships.
Development of contracts associated with new management.
Revision of Business Plan including pro formas and marketing
projections.
The above description is not all inclusive, nor exhaustive, but
serves more as an outline of compensation services I have performed for
Sanguine Corporation.
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ Xxxx Xxxxx
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement among Sanguine and the undersigned Consultant is
executed as of the date set forth herein below.
Consultant:
Xxxxx X. Xxxxxx
455 East 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 4/20/99 /s/ Xxxxx X. Xxxxxx
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising administrative services. 100,000 shares-$25,000
EXHIBIT "B-1"
April 20, 0000
Xxxxxxx X. Xxxxxxxxxx, Xxx.
Xxxxx 000, 000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Sanguine Corporation, a Nevada corporation (the
"Company")
Dear Xx. Xxxxxxxxxx:
Thank you for your letter dated April 19, 2000, regarding the S-8
proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company including services rendered as the Company's Chief Financial
Officer, including preparation of preliminary financial statements to be
audited by the Company's independent certified public accountants and review
of these financial statements and the 10-KSB Annual Report of the Company for
the year ended December 31, 1999, and other services in this capacity.
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ Xxxxx X. Xxxxxx
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement among Sanguine and the undersigned Consultant is
executed as of the date set forth herein below.
Consultant:
Xxxxxxx X. Xxxxxxxxxx, Esq.
455 East 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 4/20/00 /s/ Xxxxxxx X. Xxxxxxxxxx, Esq.
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising legal services. 250,000 shares-$62,500
EXHIBIT "C-1"
April 20, 0000
Xxxxxxx X. Xxxxxxxxxx, Xxx.
Xxxxx 000, 000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Sanguine Corporation, a Nevada corporation (the
"Company")
Dear Xx. Xxxxxxxxxx:
Thank you for your letter dated April 19, 2000, regarding the S-8
proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company include the preparation and filing of the 10-KSB Annual Report of
the Company for the year ended December 31, 1999; reviewing the S-8
Registration Statement prepared by Xxxxxxx X. Xxxxxxxxxx, Esq., my son, and to
whom a portion of my shares will be issued; and various other legal services
of a general nature, including, but not limited to, various conversations with
members of the Board of Directors, accountants and others respecting the
preparation and filing of the aforesaid annual report and other matters.
A portion of these shares will also be issued to employees and
associates who have assisted me personally in the preparation and review of
the relevant documents or related "due diligence," as outlined in Section 1.1
of the written compensation agreement. Accordingly, the shares to be issued
to me should be issued as follows, to-wit:
Name and Address Relationship No. of Shares
Xxxxxxx X. Xxxxxxxxxx, Esq. N/A 82,000
000 Xxxx 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxxxxx X. Xxxxxxxxxx, Esq. Lawyer 50,000
000 Xxxx 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxx X. Xxxxxxxxxx "Due Diligence" 50,000
000 Xxxx 000 Xxxxx, #000 Consultant
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxxx Xxxxxxxxxx "Due Diligence" 50,000
0000 Xxxx Xxxxxx Xx. Xxxxxxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxxxx Xxxx Office Manager 10,000
0000 Xxxxx 000 Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxxxxx Xxxx Secretary 8,000
0000 Xxxxx 0000 Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Total: 250,000
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxxxxx, Esq.
LWB/sr
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement among Sanguine and the undersigned Consultant is
executed as of the date set forth herein below.
Consultant:
Xxxxxxx X. Xxxxxxxxxx
000 Xxxx Xxxxx Xxxxxx, #00
Xxxxxxxx, Xxxxxxxxxx 00000
Date: 5/5/00 /s/ Xxxxxxx X. Xxxxxxxxxx
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising administrative services. 300,000 shares-$75,000
April 20, 2000
Xxxxxxx X. Xxxxxxxxxx, Esq.
Suite 205, 000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Sanguine Corporation, a Nevada corporation (the
"Company")
Dear Xx. Xxxxxxxxxx:
Thank you for your letter dated April 19, 2000, regarding the S-8
proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company including services rendered as the Company's Vice President,
Secretary/Treasurer and a Director, include non-capital raising business
strategies, corporate policies and administrative services.
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxxxxx
