[SCS, Inc. letterhead]
SANGUINE CORPORATION LOCKUP AGREEMENT
Date: June 2, 2000
Sanguine Corporation
000 Xxxxx Xxxxxx, Xxxxx 00
Xxxxxxxx, XX 00000
Dear Xx. Xxxxx,
The undersigned understands that Sanguine Corporation, a Nevada
Corporation (the "Company") intends to conduct a private offering of its
Common Stock through Xxxxxxx Global Securities, Inc. ("Xxxxxxx"). The
undersigned recognizes the benefits which the Company will derive from the
offering. For and in consideration of the Company's willingness to register
the shares of Common Stock, and other consideration, the undersigned hereby
agrees as follows:
During the period commencing on May 8, 2000 and ending on May 7, 2001,
the undersigned will not, during the Lock-Up Period, directly or indirectly,
through an 'affiliate", "associate" (as such terms are defined in the General
Rules and Regulations under the Securities Act of 1993, as amended (the
"Securities Act")), a family member or otherwise, offer, sell, pledge,
hypothecate, grant an option for sale or otherwise dispose of, or transfer or
grant any rights with respect thereto in any manner (either privately or
publicly pursuant to Rule 144 of the General Rules and Regulations under the
Securities Act, an S-8 registration or otherwise), 600,000 shares of Common
Stock of the Company covered by that certain Registration Statement on Form S-
8 filed with the Securities and Exchange Commission on May 9, 2000, SEC File
No. 333-36596, without Xxxxxxx'x prior written consent; provided, however,
that such securities may be sold or otherwise transferred in a private
transaction during the Lock-Up period so long as the acquirer of the
Securities by written agreement with Xxxxxxx entered into at the time of the
acquisition and delivered to Xxxxxxx prior to the consummation of such
acquisition, agrees to be bound by the terms of this agreement.
The undersigned hereby agrees to the placement of a legend on the
certificates representing the Securities to indicate the restrictions on
resale of the Securities imposed by this agreement and/or the entry of stop
transfer orders with the transfer agent and the registrar of the Company's
securities against the transfer of the Securities except in compliance with
this agreement.
If this agreement is acceptable to the undersigned, please sign the form
of acceptance below and deliver one of the counterparts hereof to me. This
will become a binding agreement between us upon execution by each of the
parties hereto.
Very Truly Yours,
/s/Xxxx Xxxxx
Xxxx Xxxxx
AGREED TO AND ACCEPTED
2 nd Day of June, 2000.
/s/Xxxxxx Xxxxx
__________________________
Sanguine Corporation
Authorized Agent
