Pengram Corp.: Exhibit 10.12 - Filed by newsfilecorp.com






LOAN AGREEMENT

THIS AGREEMENT dated as of the 11th day of January,
2010.

BETWEEN:

PENGRAM CORPORATION of

1200 Dupont Street, Suite 2J 
Bellingham, WA 98225

(hereinafter called the
"Borrower")

OF THE FIRST PART

AND:

LAVERNE ASSETS GROUP
CORP., of 
Calle 50, Piso 3
Edificio Private Asset Management

Panama City, Panama

(hereinafter called the "Lender")

OF THE SECOND PART

WHEREAS:

A.          
The Borrower has requested that the Lender lend $75,000 (U.S.) to the
Borrower;

B.          
The Lender has agreed to lend such sum to the Borrower subject to the terms and
upon the conditions hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in
consideration of the sum of $1.00 paid by each party to the other (the receipt
of which is hereby acknowledged) the parties hereto mutually covenant and agree
as follows:

1.           
 INTERPRETATION

1.1          
Definitions. Where used herein or in any amendment hereto each of the
following words and phrases shall have the meanings set forth as follows:

	 	(a) 	
      "Agreement" means this Loan Agreement including the
      Schedules hereto together with any amendments hereof;

	 	 	 
	 	(b) 	
      "Closing Date" means January 11,
2010;







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	 	(c) 	
      "Event of Default" means any event set forth in paragraph
      6.1;

	 	 	 
	 	(d) 	
      "Loan" means the loan of $75,000 (U.S.) to be made by the
      Lender to the Borrower in accordance with this Agreement; and

	 	 	 
	 	(e) 	
      "Principal Sum" means the sum of $75,000
  (U.S.).



1.2          
Number and Gender. Wherever the singular or the masculine are used herein
the same shall be deemed to include the plural or the feminine or the body
politic or corporate where the context or the parties so require.

1.3          
Headings. The headings to the articles, paragraphs, subparagraphs or
clauses of this Agreement are inserted for convenience only and shall not affect
the construction hereof.

1.4          
References. Unless otherwise stated a reference herein to a numbered or
lettered article, paragraph, subparagraph or clause refers to the article,
paragraph, subparagraph or clause bearing that number or letter in this
Agreement. A reference to this Agreement or herein means this Loan Agreement,
including the Schedule hereto, together with any amendments thereof.

1.5          
Currency. All dollar amounts expressed herein refer to lawful currency of
The United States of America.

2.           
 TERMS OF LOAN

2.1          
Loan and Repayment. The Lender hereby agrees to lend to the Borrower the
Principal Sum of $75,000 (U.S.). The Loan shall be made in United States
currency and shall be repaid by the Borrower on demand.

2.2          
Interest. The Borrower shall pay on the amount of the Principal Sum,
interest at a rate of 10% per annum, payable annually on the anniversary date of
this Agreement. The Borrower shall pay interest at the aforesaid rate on all
overdue interest.

2.3          
Advances. The Principal Sum shall be advanced by the lender on execution
of this Agreement, in the form of certified check, bank draft or wire
transfer.

2.4          
Pre-Payment. The Borrower may pre-pay all or any portion of the loan at
any time.

3.            
PROMISSORY NOTE, EXTENSIONS & WAIVER

3.1          
Loan. To evidence the Loan, the Borrower agrees to enter into a
promissory note in the form attached hereto as Schedule “A”.

3.2          
Extensions. The Lender may grant extensions as the Lender may see fit
without prejudice to the liability of the Borrower or to the Lender's rights
under this Agreement or under the Promissory Note.




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3.3          
Waiver. The Lender may waive any breach by the Borrower of this Agreement
or of any default by the Borrower in the observance or performance of any
covenant or condition required to be observed or performed by the Borrower
hereunder or under the Promissory Note. No failure or delay on the part of the
Lender to exercise any right, power or remedy given herein or by statute or at
law or in equity or otherwise shall operate as a waiver thereof, nor shall any
single or partial exercise of any right preclude any other exercise thereof or
the exercise of any other right, power or remedy, nor shall any waiver by the
Lender be deemed to be a waiver of any subsequent similar or other event.

4.            
REPRESENTATIONS AND WARRANTIES

4.1          
Representations. The Borrower represents and warrants to the Lender, and
acknowledges that the Lender is relying upon such representations and warranties
in entering into this Agreement, as follows:

(a)          
the Borrower has the capacity to enter into this Agreement, and the execution of
this Agreement and the completion of the transactions contemplated hereby shall
not be in violation any agreement to which the Borrower is a party; and

(b)          
the Promissory Note has been duly executed by the Borrower and is enforceable
against the Borrower in accordance with its terms.

5.            
CLOSING ARRANGEMENTS

5.1          
Conditions Precedent. The Lender's obligation to advance the Principal
Sum to the Borrower shall be subject to the satisfaction of the following
conditions:

	 	(a) 	
      the representations and warranties of the Borrower shall
      be true as of the date hereof and as of the Closing Date; and

	 	 	 
	 	(b) 	
      the Borrower shall have complied with all of its
      obligations hereunder; and



The foregoing conditions precedent are inserted for the benefit
of the Lender and may be waived in whole or in part by the Lender at any time
prior to closing by delivering to the Borrower written notice to that
effect.

5.2          
Time of Closing. The closing of the Loan shall take place on execution of
this Loan Agreement.

5.3          
Deliveries by the Lender. On the Closing Date the Lender shall deliver or
cause to be delivered to the Borrower a certified check, bank draft or wire
transfer for the Principal Sum.




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6.           
 EVENTS OF DEFAULT AND REMEDIES

6.1          
Events of Default. Any one or more of the following events, whether or
not any such event shall be voluntary or involuntary or be effected by operation
of law or pursuant to or in compliance with any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body, shall constitute an Event of Default:

	 	(a) 	
      if the Borrower defaults in the payment of any monies due
      hereunder as and when the same is due;

	 	 	 
	 	(b) 	
      if the Borrower defaults in the observance or performance
      of any other provision hereof;

	 	 	 
	 	(c) 	
      if the Borrower commits an act of bankruptcy or makes a
      general assignment for the benefit of its creditors or otherwise
      acknowledges its insolvency; or

	 	 	 
	 	(d) 	
      if the Borrower makes default in the due payment,
      performance or observance, in whole or in part, of any debt, liability or
      obligation of the Borrower to the Lender, whether secured hereby or
      otherwise.



6.2          
Remedies Upon Default. Upon the occurrence of any Event of Default and at
any time thereafter, provided that the Borrower has not by then remedied such
Event of Default, the Lender may, in its discretion, by notice to the Borrower,
declare this Agreement to be in default. At any time thereafter, while the
Borrower shall not have remedied such Event of Default, the Lender, in its
discretion, may:

	 	(a) 	
      declare the Loan and other monies owing by the Borrower
      to the Lender to be immediately due and payable;

	 	 	 
	 	(b) 	
      demand payment from the Borrower and exercise all
      remedies available to the Lender.



7.            
MISCELLANEOUS

7.1          
Notices. Any notice required or permitted to be given under this
Agreement or the Promissory Note shall be in writing and may be given by
delivering same or mailing same by registered mail or sending same by telegram,
telex, telecopier or other similar form of communication to the following
addresses:

	 	The Borrower: 	1200 Dupont Street, Suite 2J 
	 	  	Bellingham, WA 98225 
	 	  	  
	 	The Lender: 	Calle 50, Piso 3 
	 	  	Edificio Private Asset Management 
	 	  	Panama City, Panama 


Any notice so given shall:




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	 	(a) 	
      if delivered, be deemed to have been given at the time of
      delivery;

	 	 	 
	 	(b) 	
      if mailed by registered mail, be deemed to have been
      given on the fourth business day after and excluding the day on which it
      was so mailed, but should there be, at the time of mailing or between the
      time of mailing and the deemed receipt of the notice, a mail strike,
      slowdown or other labour dispute which might affect the delivery of such
      notice by the mails, then such notice shall be only effective if actually
      delivered; and

	 	 	 
	 	(c) 	
      if sent by telegraph, telex, telecopier or other similar
      form of communication, be deemed to have been given or made on the first
      business day following the day on which it was
sent.



Any party may give written notice of a change of address in the
aforesaid manner, in which event such notice shall thereafter be given to such
party as above provided at such changed address.

7.2          
Amendments. Neither this Agreement nor any provision hereof may be
amended, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the amendment, waiver,
discharge or termination is sought.

7.3          
Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and
undertakings, whether oral or written, pertaining to the subject matter
hereof.

7.4          
Action on Business Day. If the date upon which any act or payment
hereunder is required to be done or made falls on a day which is not a business
day, then such act or payment shall be performed or made on the first business
day next following.

7.5          
No Merger of Judgment. The taking of a judgment on any covenant contained
herein or on any covenant set forth in any other security for payment of any
indebtedness hereunder or performance of the obligations hereby secured shall
not operate as a merger of any such covenant or affect the Lender's right to
interest at the rate and times provided in this Agreement on any money owing to
the Lender under any covenant herein or therein set forth and such judgment
shall provide that interest thereon shall be calculated at the same rate and in
the same manner as herein provided until such judgment is fully paid and
satisfied.

7.6          
Severability. If any one or more of the provisions of this Agreement
should be invalid, illegal or unenforceable in any respect in any jurisdiction,
the validity, legality or enforceability of such provision shall not in any way
be affected or impaired thereby in any other jurisdiction and the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.

7.7          
Successors and Assigns. This Agreement shall enure to the benefit of and
be binding upon all parties hereto and their respective heirs, personal
representatives, successors and assigns, as the case may be.




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7.8          
Governing Law. This Agreement shall be governed by and be construed in
accordance with the laws of the State of Nevada and the parties hereto agree to
submit to the jurisdiction of the courts of Nevada with respect to any legal
proceedings arising herefrom.

7.9          
Independent Legal Advice. This Agreement has been prepared by O’Neill Law
Group PLLC acting solely on behalf of the Borrower and the Lender acknowledges
that it has been advised to obtain independent legal advice.

7.10          
Time. Time is of the essence of this Agreement.

7.11         
Headings. The headings of the paragraphs of this Agreement are inserted
for convenience only and do not define, limit, enlarge or alter the meanings of
any paragraph or clause herein.

7.12         
Counterparts. This agreement may be executed in one or more
counter-parts, each of which so executed shall constitute an original and all of
which together shall constitute one and the same agreement.

IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first written
above.

	THE BORROWER: 	 
	 	 
	PENGRAM CORPORATION 	 
	 	 
	by its authorized signatory 	 
	 	 
	/s/ Richard W.
      Donaldson 	 
	Richard W. Donaldson 	 
	  	 
	 	 
	THE LENDER: 	 
	 	 
	LAVERNE ASSETS GROUP CORP. 	 
	by its authorized signatory: 	 
	 	 
	/s/ John
      Boschert 	 






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SCHEDULE “A”

PROMISSORY NOTE

	EXECUTED BY: 	PENGRAM CORPORATION 
	  	(the "Borrower") 
	 	 
	IN FAVOUR OF: 	LAVERNE ASSETS GROUP CORP. 
	  	(the "Lender") 
	 	 
	PRINCIPAL AMOUNT: 	$75,000 (U.S.) 
	 	 
	DATE OF EXECUTION: 	January 11, 2010 


FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on demand, the principal sum of $75,000 (U.S.),
together with interest thereon at the rate of 10% per annum, calculated and
compounded annually.

The Borrower waives presentment, demand, notice, protest and
notice of dishonour and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Promissory
Note.

The Borrower agrees this Promissory Note may be negotiated,
assigned, discounted, or pledged by the Lender and in every case payment will be
made to the holder of this Promissory Note instead of the Lender upon notice
being given by the holder to the undersigned, and no holder of this Promissory
Note will be affected by the state of accounts between the undersigned and the
Lender or by any equities existing between the undersigned and the Lender and
will be deemed to be a holder in due course and for the value of the Promissory
Note held by it.

DATED effective this 11th day of January, 2010

PENGRAM CORPORATION 
by its authorized signatory:

	 	 
	Richard W. Donaldson