Filed by sedaredgar.com - Panglobal Brands Inc. - Exhibit 10.3






PARI PASSU AGREEMENT 


  
    THIS PARI PASSU AGREEMENT dated
      for reference January 16, 2009 and made, 

  



BETWEEN: 


  
    PANGLOBAL BRANDS INC., a company incorporated
      under the laws of Delaware, having an office at 2853 E. Pico Blvd, Los Angeles,
      CA 90023; 

    (the “Debtor”) 

  



AND: 


  
    SINECURE HOLDINGS LIMITED, a
      company incorporated under the laws of the British Virgin Islands, with
      an address c/o Le Hoedheu, Nazin, Pontivy, France, and CAPELLA INVESTMENTS
      INC., a company incorporated under the laws of the State of Nevada,
      with a business address at 5226 Connaught Drive, Vancouver, BC V6M 3G4,
      Canada; 

    (collectively, the “Original
      Lenders”) 

  



AND: 


  
    PROVIDENCE WEALTH MANAGEMENT LTD., a
      company incorporated under the laws of the British Virgin Islands, with
      an address c/o Mr. Karim Khoury, Chabrier & Partners (Reed Smith), 3
      rue du Mont-Blanc P.O. Box 1363 CH - 1211 Geneva 1 Switzerland; 

    (the “New Lender”) 

    WITNESSES THAT WHEREAS: 

  



A.                     As
security for its current and future indebtedness to the Original Lenders, the
Debtor has executed a security agreement dated March 4, 2008 in favour of
Original Lenders (the “Original Lenders Security Agreement”) pursuant to
which the Debtor granted to the Original Lenders a security interest in certain
of the Debtor’s assets (the “Original Lenders Security Interest”); 

B.                     As
security for its current and future indebtedness to the New Lender, the Debtor
has executed a security agreement dated January 16, 2009 in favour of the New
Lender (the “New Lender Security Agreement”) pursuant to which the Debtor
granted to the New Lender a security interest in certain of the Debtor’s assets
(the “New Lender Security Interest”); 




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C.                      The
Original Lenders Security Agreement and the New Lender Security Agreement are
sometimes collectively called the “Security Agreements” and each a
“Security Agreement”; 

D.                      The
Original Lenders Security Interest and the New Lender Security Interest are
sometimes collectively called the “Security Interests” and each a
“Security Interest”; and 

E.                      The
Original Lenders and the New Lender are sometimes referred to collectively as
the “Secured Creditors” and each individually as a “Secured
Creditor” and each have agreed that their respective Security Interests
shall rank pari passu with each other in all respects. 

                          NOW
THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows: 

1.                      Each
Secured Creditor hereby consents to the creation by the Debtor of the Security
Agreement and Security Interest contained therein in favour of the other Secured
Parties and agrees that the creation, registration, filing and existence of such
Security Agreement and Security Interest shall not constitute an event of
default under its Security Agreement. 

2.                      Notwithstanding
the order of attachment or perfection of the Security Interests, the Secured
Creditors hereby agree that the Security Interests shall have equal priority and
that in the event that either Secured Creditor realizes on its Security
Interest, the proceeds of any such realization shall be allocated and paid as
between the Secured Creditors in proportion to the relative amounts of the
indebtedness of the Debtor to each Secured Creditor as at the date of such
realization. 

3.                      Notwithstanding
paragraph 2 above, in the event of failure by either the Original Lenders or the
New Lender to either properly perfect or maintain perfection of its Security
Interest, then the provisions of this Agreement shall not be applicable and the
priority of the security remaining unperfected shall be determined in the
ordinary course. 

4.                      Third
parties shall have no rights or benefits under this Agreement, nor is it
intended that any third party shall gain any benefit or advantage as a result of
this Agreement. 

5.                      Nothing
contained in this Agreement is intended to nor shall it impair the obligations
of the Debtor to pay to the Secured Creditors the indebtedness secured by
respective Security Agreements, respectively, including the principal thereof
and any interest thereon, as and when the same shall become due and payable in
accordance with their respective terms, nor shall anything herein prevent either
Secured Creditor from exercising all remedies otherwise permitted by applicable
law upon default under its respective Security Agreement, subject to paragraph 2
and the priorities created by this Agreement. 

6.                      In
the event that it becomes necessary or desirable for a Secured Creditor to
enforce its security, that Secured Creditor agrees to use commercially
reasonable efforts to give the other Secured Creditors three (3) business days
notice of its intention to enforce its security. 




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7.                     
Each of the Secured Creditors shall furnish to the other from time to time
forthwith upon request, information and particulars as to amounts owing by the
Debtor to such party and the Debtor hereby consents to such disclosure. 

8.                      The
parties hereto shall do such further acts and things and execute, register and
file such further deeds, documents and assurances which may be reasonably
required by any party hereto to give full effect to the intent and purpose of
this Agreement. 

9.                      This
Agreement shall be governed by and construed in accordance with the laws of the
State of California and the federal laws of the United States applicable therein
and shall be treated in all respects as a California contract. 

                          IN
WITNESS WHEREOF the parties hereto have caused these presents to be signed
as of 16th day of January, 2009. 

PANGLOBAL BRANDS INC. 

 

Per:     /s/ Stephen
Soller 
            Authorized
Signatory 

SINECURE HOLDINGS LIMITED

 

Per:     /s/ Wayne
Weaver 
            Authorized
Signatory 

CAPELLA INVESTMENTS INC. 

 

Per:     /s/ Peter
Hough 
            Authorized
Signatory 

PROVIDENCE WEALTH MANAGEMENT LTD. 

 

Per:     /s/ Charles Shaker 
            Authorized
Signatory