ex10-1.htm


  
    GUARANTEE

     

     

    FOR CONSIDERATION, receipt of which is
hereby acknowledged, the undersigned and each of them (if more than one) hereby
jointly and severally guarantee(s) payment to Charles Lesser (hereinafter called
the “Creditor”) of all debts and liabilities, present or future, direct or
indirect, absolute or contingent, matured or not, at any time owing by Mynk
Corporation (hereinafter called the “Debtor”) to the Creditor or remaining
unpaid by the Debtor to the Creditor, whether incurred by or arising from any
agreement or dealings between the Creditor and the Debtor or by or from any
agreement or dealings with any third party by which the Creditor may be or
become in any manner whatsoever a creditor of the Debtor or however otherwise
incurred or arising anywhere within or outside the country where this guarantee
is executed and whether the Debtor be bound alone or with another or others and
whether as principal or surety (such debts and liabilities being hereinafter
called the “Liabilities”); (the liability of the undersigned hereunder being
limited to the sum of $260,000, with interest from the date of advance at 9% per
annum.

     

    AND THE UNDERSIGNED AND EACH OF THEM
(IF MORE THAN ONE) HEREBY JOINTLY AND SEVERALLY COVENANT(S) AND AGREE(S) WITH
THE CREDITOR AS FOLLOWS:

     

    1.           The
Creditor may grant time, renewals, extensions, indulgences, releases and
discharges to, take securities (which word as used herein includes other
guarantees) from and give the same and any or all existing securities up to,
abstain from taking securities from or from perfecting securities of, cease or
refrain from giving credit or making loans or advances to, accept compositions
from and otherwise deal with, the Debtor and others (including the undersigned
if more than one) and with all securities as the Creditor may in its absolute
discretion see fit (including the release of one or more of the undersigned or
other sureties), and may apply all moneys at any time received from the Debtor
or others or from securities upon such part or parts of the Liabilities as the
Creditor in its absolute discretion sees fit, and change any such application in
whole or in part from time to time as the Creditor may see fit, the whole
without in any way limiting or lessening the liability of the undersigned under
this guarantee, and no loss of or in respect of any securities received by the
Creditor from the Debtor or others, whether occasioned by the fault of the
Creditor or otherwise, shall in any way limit or lessen the liability of the
undersigned under this guarantee.

     

    2.           This
guarantee shall be a continuing guarantee and shall cover all the Liabilities,
and it shall apply to and secure any ultimate balance due or remaining unpaid to
the Creditor.

     

    3.           The
Creditor shall not be bound to exhaust its recourse against the Debtor or others
or any securities it may at any time hold before being entitled to payment from
the undersigned of the Liabilities.  The undersigned renounce(s) all
benefits of discussion and division.

     

    4.           The
undersigned or any of them may, by notice in writing delivered to the Manager of
the branch, agency or office of the Creditor receiving this instrument,
determine their or his liability under this guarantee in respect of Liabilities
incurred or arising after receipt of such notice but not in respect of any
Liabilities theretofore incurred or arising even though not then matured,
provided, however, that notwithstanding receipt of any such notice the Creditor
may fulfill any


    
      
         


      

      
        
        

        
          

        

      

      
         


        
           

        

      

    


     

    requirements
of the Debtor based on agreements express or implied made prior to the receipt
of such notice and any resulting Liabilities shall be covered by this
guarantee.

     

    5.           In
the event of the determination of this guarantee as to one or more of the
undersigned it shall remain a continuing guarantee as to the other or others of
the undersigned.

     

    6.           All
indebtedness and liability, present and future, of the Debtor to the undersigned
or any of them are hereby assigned to the Creditor and postponed to the
Liabilities, and all moneys received by the undersigned or any of them in
respect thereof shall be received in trust for the Creditor and forthwith upon
receipt shall be paid over to the Creditor, the whole without in any way
limiting or lessening the liability of the undersigned under the foregoing
guarantee; and this assignment and postponement is independent of the said
guarantee and shall remain in full effect notwithstanding that the liability of
the undersigned or any of them under the said guarantee may be
extinct.

     

    7.           This
guarantee shall not be affected by:

     

    
      	
               
      

            	
              (a)

            	
              the
      death or loss or diminution of capacity of the undersigned or any of
      them;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      change in the name of the Debtor or in the membership of the Debtor’s firm
      through the death or retirement of one or more partners or the
      introduction of one or more other partners or
  otherwise;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      acquisition of the Debtor’s business by a
  corporation;

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      change whatsoever in the objects, capital structure or constitution of the
      Debtor;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Debtor's business being amalgamated with a corporation;
  or

            


    

     

    
      	
               
      

            	
              (f)

            	
              any
      defect in, omission from, failure to file or register or defective filing
      or registration of any instrument under which the Creditor has taken any
      security or collateral for payment of any of the Liabilities or
      performance or observance of any obligation of the Debtor, the undersigned
      (whether under this guarantee or otherwise) or of any other person who is
      or may become liable in respect of the
  Liability;

            


    

     

    but
shall, notwithstanding the happening of any such event continue to apply to all
the Liabilities whether theretofore or thereafter incurred or
arising.  (In this instrument the word “Debtor” shall include every
such firm and corporation described in paragraphs (c), (d) and (e) above).

     

    8.           This
guarantee shall not be considered as wholly or partially satisfied by the
payment or liquidation at any time or times of any sum or sums of money for the
time being due or remaining unpaid to the Creditor, and all dividends,
compositions, proceeds of security valued and payments received by the Creditor
from the Debtor or from others or from estates shall be regarded for all
purposes as payments in gross without any right on the part of the undersigned
to claim in reduction of the liability under this guarantee the benefit of any
such dividends,


    
      
         


      

      
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    compositions,
proceeds or payments or any securities held by the Creditor or proceeds thereof,
and the undersigned shall have no right to be subrogated in any rights of the
Creditor until the Creditor shall have received payment in full of the
Liabilities.

     

    9.           All
moneys, advances, renewals and credits in fact borrowed or obtained from the
Creditor shall be deemed to form part of the Liabilities, notwithstanding any
lack or limitation of status or of power, incapacity or disability of the Debtor
or of the directors, partners or agents thereof, or that the Debtor may not be a
legal or suable entity, or any irregularity, defect or informality in the
borrowing or obtaining of such moneys, advances, renewals or credits, the whole
whether known to the Creditor or not; and any sum which may not be recoverable
from the undersigned as guarantor shall be recoverable from the undersigned and
each of them as sole or principal debtor in respect thereof and shall be paid to
the Creditor on demand with interest as aforesaid.

     

    10.           This
guarantee is in addition to and not in substitution for any other guarantee, by
whomsoever given, at any time held by the Creditor, and any present or future
obligation to the Creditor incurred or arising otherwise than under a guarantee
of the undersigned or any of them or of any other obligant, whether bound with
or apart from the Debtor, excepting any guarantee surrendered for cancellation
on delivery of this instrument.

     

    11.           The
undersigned and each of them shall be bound by any account settled between the
Creditor and the Debtor, and if no such account has been so settled immediately
before demand of payment under this guarantee any account stated by the Creditor
shall be accepted by the undersigned and each of them as conclusive evidence of
the amount which at the date of the account so stated is due by the Debtor to
the Creditor or remains unpaid by the Debtor to the Creditor.

     

    12.           This
guarantee shall be operative and binding upon every signatory or signatories
(whether or not one or more proposed signatory or signatories has not executed
it), and possession of this instrument by the Creditor shall be conclusive
evidence against the undersigned and each of them that this instrument was not
delivered in escrow or pursuant to any agreement that it should not be effective
until any conditions precedent or subsequent had been complied with, unless at
the time of receipt of this instrument by the Creditor each signatory thereof
obtains from the manager of the branch or agency of the Creditor receiving this
instrument a letter setting out the terms and conditions under which this
instrument was delivered and the conditions, if any, to be observed before it
becomes effective.

     

    13.           No
suit based on this guarantee shall be instituted until demand for payment has
been made, and demand for payment shall be deemed to have been effectually made
upon the undersigned (and each of them if more than one) if and when an envelope
containing such demand, addressed to the undersigned at the address last known
to the Creditor, is posted, postage prepaid, in the post office or is delivered
to the undersigned, and, in the event of the death of the undersigned, demand of
payment addressed to any of the undersigned's heirs, executors, administrators
or legal representatives at the address of the addressee last known to the
Creditor and posted or delivered as aforesaid shall be deemed to have been
effectually made


    
      
         


      

      
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    upon all
of them.  All payments hereunder shall be made to the Creditor at the
branch, agency or office of the Creditor where the Debtor’s account is
maintained.

     

    14.           This
guarantee covers all agreements between the parties hereto concerning this
guarantee, and none of the parties shall be bound by any representation or
promise made by any person relative thereto which is not expressly embodied
herein.

     

    15.           This
guarantee shall be governed by and construed in accordance with the laws of the
State of California and for the purpose of legal proceedings this guarantee
shall be deemed to have been made in such State and to be performed there and
the Courts of such State shall have jurisdiction over all disputes which may
arise under this guarantee, provided always that nothing herein contained shall
prevent the Creditor from proceeding at its election in the Courts of any other
jurisdiction and the undersigned hereby irrevocably submits to each such
jurisdiction, acknowledges the competence of each and the convenience and
propriety of the venue thereof and agrees to be bound by any judgment thereof
and not to seek, and hereby waives, any review of the merits of such a judgment
by the Courts of any other jurisdiction and also hereby waives any and all
objections which it may have to each such jurisdiction.

     

    16.           So
long as any of the Liabilities remain unpaid or outstanding the undersigned
assumes all responsibility for being and keeping himself informed of the
financial condition of the Debtor and of all circumstances bearing upon the
nature, scope and extent of the risk which the undersigned assumes and incurs
under this guarantee.

     

    17.           The
undersigned, if a corporation, acknowledges that there are reasonable grounds
for believing that, or the directors of the undersigned are of the opinion that,
the giving of the financial assistance provided by this guarantee is in the best
interests of the undersigned.

     

    18.           This
guarantee shall extend to and enure to the benefit of the Creditor and its
successors and assigns, and shall extend to and be binding upon the undersigned
and the heirs, executors, administrators, legal representatives, successors and
assigns of the undersigned or each of them or any of them, as the case may
be.

     

    19.           The
undersigned hereby waive(s) all rights to receive from the Creditor a copy of
any financing statement or amendment to financing statement filed at any time in
respect of this guarantee.

     

    GIVEN UNDER SEAL at Los Angeles,
California, this 15th day of February, 2010.

     

    PANGLOBAL
BRANDS, INC.

     

     

     

    Per:           /s/ Charles
Lesser

    Authorized Signatory

     

    



    
      
         


      

      
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