Option Agreement Between Tom Drees And Terra Silex Holdings, LLC

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 comp ...