Sanguine Corporation
101 East Green Street, Suite 11
Pasadena, California 91105

Attention:     The Board of Directors

Re:       Subscription Agreement to acquire certain shares of common stock
          that are "restricted securities" of Sanguine Corporation, a Nevada
          corporation (the "Company"), in consideration of the cancellation
          of certain debt of the Company owed to the undersigned, and the
          contribution to capital of the Company of certain other debt of the
          Company to the undersigned

Dear Gentlemen:

          In consideration of the issuance of 31,604,000 shares of common
stock of the  Company that are "restricted securities" as that term is defined
under Rule 144 of the Securities  and Exchange Commission, I hereby agree to
compromise and settle the following debts of the  Company that are owed to me:
$155,277 reflected on the June 30, 2004, unaudited balance sheet  of the
Company as a "related party payable"; and $1,108,883 reflected on the June 30,
2004,  unaudited balance sheet of the Company as "Notes payable related
party."

          I also, for the benefit of the Company and believing that this act
will enhance the  future value of my other securities in the Company, hereby
compromise and settle and contribute  to the capital of the Company the
following debts owed to me by the Company: $453,630  reflected on the June 30,
2004, unaudited balance sheet of the Company as "Accrued interest  related
party" and $597,500 reflected on the June 30, 2004, unaudited balance sheet of
the  Company as "Accrued salaries"; and any interest on any amounts in this
paragraph or the  preceding paragraph since June 30, 2004.



Date: 9/24/04                      /s/ Thomas C. Drees
                              Thomas C. Drees, Ph.D., MBA