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








	
      THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN
      AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS
      DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). 

NONE
      OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
      ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
      MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
      STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE
      WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO
      AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
      IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
      HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
      UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
      PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.
    




THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID 
AT 5:00
P.M. (PACIFIC STANDARD TIME) ON MAY 31, 2010. 

SHARE PURCHASE WARRANTS 
TO PURCHASE SHARES IN THE COMMON
STOCK OF 

PANGLOBAL BRANDS
INC.
(incorporated in the State of Delaware) 

Non-U.S. Subscribers 

	CERTIFICATE NO.: WT0509-___ 	No. of Warrants: __________
	May 31, 2009 	  


THIS IS TO CERTIFY THAT: 

______________________________________ 

(the "Holder"), has the right to purchase, upon and
subject to the Terms and Conditions hereinafter referred to, up to
_______________fully paid and non-assessable shares (the "Shares") in the
common stock of PANGLOBAL BRANDS INC. (hereinafter called the "Company")
on or before 5:00 p.m. (Pacific Standard time) on May 31, 2010 (the "Expiry
Date") at a price per Share (the "Exercise Price") of US $0.25 on the
Terms and Conditions attached hereto as Appendix "A" (the "Terms and
Conditions"). 

	 	1. 	
      ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO
      PURCHASE ONE (1) SHARE.

	 	 	 
	 	2. 	
      These Warrants are issued subject to the Terms and
      Conditions, and the Warrant Holder may exercise the right to purchase
      Shares only in accordance with those Terms and Conditions.

	 	 	 
	 	3. 	
      Nothing contained herein or in the Terms and Conditions
      will confer any right upon the Holder hereof or any other person to
      subscribe for or purchase any Shares at any time subsequent to the Expiry
      Date, and from and after such time, this Warrant and all rights hereunder
      will be void and of no value.



[Remainder of page intentionally left blank; signature page
to follow.] 




- 2 - 

IN WITNESS WHEREOF the Company has executed this Warrant
Certificate this 31st day of May, 2009. 

	 	PANGLOBAL BRANDS INC. 
	 	  	 
	 	  	 
	 	Per: 	 
	 		
      Authorized Signatory  



PLEASE NOTE THAT ALL SHARE CERTIFICATES WILL BE LEGENDED AS
FOLLOWS DURING THE CURRENCY OF APPLICABLE HOLD PERIODS: 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 




Appendix "A"

THESE TERMS AND CONDITIONS are dated May 31, 2009, and are
attached to and made a part of the Warrant Certificates dated May 31, 2009,
issued by Panglobal Brands Inc. 

1. INTERPRETATION 

1.1 Definitions 

In these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith: 

	 	(a) 	
      "Company" means Panglobal Brands Inc. until a successor
      corporation will have become such as a result of consolidation,
      amalgamation or merger with or into any other corporation or corporations,
      or as a result of the conveyance or transfer of all or substantially all
      of the properties and estates of the Company as an entirety to any other
      corporation and thereafter "Company" will mean such successor
      corporation;

	 	 	 
	 	(b) 	
      "Company’s Auditors" means an independent firm of
      accountants duly appointed as auditors of the Company;

	 	 	 
	 	(c) 	
      "Director" means a director of the Company for the time
      being, and reference, without more, to action by the directors means
      action by the directors of the Company as a board, or whenever duly
      empowered, action by an executive committee of the board;

	 	 	 
	 	(d) 	
      "herein", "hereby" and similar expressions refer to these
      Terms and Conditions as the same may be amended or modified from time to
      time; and the expression "Article" and "Section," followed by a number
      refer to the specified Article or Section of these Terms and
      Conditions;

	 	 	 
	 	(e) 	
      "person" means an individual, corporation, partnership,
      trustee or any unincorporated organization and words importing persons
      have a similar meaning;

	 	 	 
	 	(f) 	
      "shares" means the shares in the common stock of the
      Company as constituted at the date hereof and any shares resulting from
      any subdivision or consolidation of the shares;

	 	 	 
	 	(g) 	
      "Warrant Holders" or "Holders" means the holders of the
      Warrants; and

	 	 	 
	 	(h) 	
      "Warrants" means the warrants of the Company issued and
      presently authorized and for the time being
outstanding.



1.2 Gender 

Words importing the singular number include the plural and vice
versa and words importing the masculine gender include the feminine and neuter
genders. 

1.3 Interpretation not affected by Headings 

The division of these Terms and Conditions into Articles and
Sections, and the insertion of headings are for convenience of reference only
and will not affect the construction or interpretation thereof. 

1.4 Applicable Law 

The Warrants will be construed in accordance with the laws of
the State of California and the federal laws of the United States applicable
therein. 




- 2 - 

2. ISSUE OF WARRANTS 

2.1 Additional Warrants 

The Company may at any time and from time to time issue
additional warrants or grant options or similar rights to purchase shares of its
capital stock. 

2.2 Warrant to Rank Pari Passu 

All Warrants and additional warrants, options or similar rights
to purchase shares from time to time issued or granted by the Company, will rank
pari passu whatever may be the actual dates of issue or grant thereof, or
of the dates of the certificates by which they are evidenced. 

2.3 Issue in substitution for Lost Warrants 

	 	(a) 	
      If a Warrant certificate becomes mutilated, lost,
      destroyed or stolen, the Company, at its discretion, may issue and deliver
      a new certificate of like date and tenor as the one mutilated, lost,
      destroyed or stolen, in exchange for and in place of and upon cancellation
      of such mutilated certificate, or in lieu of, and in substitution for such
      lost, destroyed or stolen certificate and the Warrants represented by such
      substituted certificate will be entitled to the benefit hereof and rank
      equally in accordance with its terms with all other Warrants issued or to
      be issued by the Company.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new Warrant certificate
      pursuant hereto will bear the cost of the issue thereof and in case of
      loss, destruction or theft furnish to the Company such evidence of
      ownership and of loss, destruction, or theft of the certificate so lost,
      destroyed or stolen as will be satisfactory to the Company in its
      discretion and such applicant may also be required to furnish indemnity in
      amount and form satisfactory to the Company in its discretion, and will
      pay the reasonable charges of the Company in connection
  therewith.



2.4 Warrant Holder Not a Shareholder 

The holding of a Warrant will not constitute the Holder thereof
a shareholder of the Company, nor entitle it to any right or interest in respect
thereof except as in the Warrant expressly provided. 

3. NOTICE 

3.1 Notice to Warrant Holders 

Any notice required or permitted to be given to the Holders
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Holder appearing on the Holder’s
Warrant certificate or to such other address as any Holder may specify by notice
in writing to the Company, and any such notice will be deemed to have been given
and received by the Holder to whom it was addressed if mailed, on the third day
following the mailing thereof, if by facsimile or other electronic
communication, on successful transmission, or, if delivered, on delivery; but,
if at the time or mailing or between the time of mailing and the third business
day thereafter there is a strike, lockout, or other labour disturbance affecting
postal service, then the notice will not be effectively given until actually
delivered. 




- 3 - 

3.2 Notice to the Company 

Any notice required or permitted to be given to the Company
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Company set forth below or such
other address as the Company may specify by notice in writing to the Holder, and
any such notice will be deemed to have been given and received by the Company to
whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other electronic communication, on successful transmission,
or, if delivered, on delivery; but, if at the time or mailing or between the
time of mailing and the third business day thereafter there is a strike,
lockout, or other labour disturbance affecting postal service, then the notice
will not be effectively given until actually delivered: 

PANGLOBAL BRANDS INC. 
2853 E. Pico
Blvd 
Los Angeles, CA 90023 USA 

Attention: Stephen Soller 

Facsimile No. (323) 266-6506

Email: StephenS@mynkbrand.com 

with a copy to: 

CLARK WILSON LLP 
Barristers and
Solicitors 
800 – 885 West Georgia Street 
Vancouver, BC V6C 3H1 Canada


Attention: Bernard Pinsky 

Fax: (604) 687-6314 
Email:
bip@cwilson.com 

4. EXERCISE OF WARRANTS 

4.1 Method of Exercise of Warrants 

The right to purchase shares conferred by the Warrants may be
exercised by the Holder surrendering the Warrant certificate representing same,
with a duly completed and executed subscription in the form attached hereto and
a bank draft or certified cheque payable to or to the order of the Company, for
the purchase price applicable at the time of surrender in respect of the shares
subscribed for in lawful money of the United States of America, to the Company
at the address set forth in, or from time to time specified by the Company
pursuant to, Section 3.2 hereof. 

4.2 Effect of Exercise of Warrants 

	 	(a) 	
      Upon surrender and payment as aforesaid the shares so
      subscribed for will be deemed to have been issued and such person or
      persons will be deemed to have become the Holder or Holders of record of
      such shares on the date of such surrender and payment, and such shares
      will be issued at the subscription price in effect on the date of such
      surrender and payment.

	 	 	 
	 	(b) 	
      Within 10 business days after surrender and payment as
      aforesaid, the Company will forthwith cause to be delivered to the person
      or persons in whose name or names the shares so subscribed for are to be
      issued as specified in such subscription or mailed to him or them at his
      or their respective addresses specified in such subscription, a
      certificate or certificates for the appropriate number of shares not
      exceeding those which the Warrant Holder is entitled to purchase pursuant
      to the Warrant surrendered.







- 4 - 

4.3 Subscription for Less Than Entitlement 

The Holder of any Warrant may subscribe for and purchase a
number of shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of shares
less than the number which can be purchased pursuant to a Warrant, the Holder
thereof upon exercise thereof will in addition be entitled to receive a new
Warrant in respect of the balance of the shares which he was entitled to
purchase pursuant to the surrendered Warrant and which were not then purchased.


4.4 Warrants for Fractions of Shares 

To the extent that the Holder of any Warrant is entitled to
receive on the exercise or partial exercise thereof a fraction of a share, such
right may be exercised in respect of such fraction only in combination with
another Warrant or other Warrants which in the aggregate entitle the Holder to
receive a whole number of such shares. 

4.5 Expiration of Warrants 

After the expiration of the period within which a Warrant is
exercisable, all rights thereunder will wholly cease and terminate and such
Warrant will be void and of no effect. 

4.6 Time of Essence 

Time will be of the essence hereof. 

4.7 Subscription Price 

Each whole Warrant is exercisable at a price per share of US
$0.25 (the "Exercise Price"). One Warrant and the Exercise Price are
required to subscribe for each share during the term of the Warrants. 

4.8 Adjustment of Exercise Price 

	 	(a) 	
      The Exercise Price and the number of shares deliverable
      upon the exercise of the Warrants will be subject to adjustment in the
      event and in the manner following:

	 	 	 	 
	 		(i) 	
      If and whenever the shares at any time outstanding are
      subdivided into a greater or consolidated into a lesser number of shares
      the Exercise Price will be decreased or increased proportionately as the
      case may be; upon any such subdivision or consolidation the number of
      shares deliverable upon the exercise of the Warrants will be increased or
      decreased proportionately as the case may be; or

	 	 	 	 
	 		(ii) 	
      In case of any capital reorganization or of any
      reclassification of the capital of the Company or in the case of the
      consolidation, merger or amalgamation of the Company with or into any
      other Company (hereinafter collectively referred to as a
      "Reorganization"), each Warrant will after such Reorganization
      confer the right to purchase the number of shares or other securities of
      the Company (or of the Company’s resulting from such Reorganization) which
      the Warrant Holder would have been entitled to upon Reorganization if the
      Warrant Holder had been a shareholder at the time of such
      Reorganization.

	 	 	 	 
	 			
      In any such case, if necessary, appropriate adjustments
      will be made in the application of the provisions of this Article Four
      relating to the rights and interest thereafter of the Holders of the
      Warrants so that the provisions of this Article Four will be made
      applicable as nearly as reasonably possible to any shares or other
      securities deliverable after the Reorganization on the exercise of the
      Warrants.







- 5 - 

The subdivision or consolidation of
shares at any time outstanding into a greater or lesser number of shares
(whether with or without par value) will not be deemed to be a Reorganization
for the purposes of this clause 4.8(a)(ii) . 

	 	(b) 	
      The adjustments provided for in this Section 4.8 are cumulative and will become effective
      immediately after the record date or, if no record date is fixed, the
      effective date of the event which results in such
  adjustments.



4.9 Determination of Adjustments 

If any questions will at any time arise with respect to the
Exercise Price or any adjustment provided for in Section 4.8 hereof, such questions will be conclusively determined by
the Company’s Auditors, or, if they decline to so act any other firm of
certified public accountants in the United States of America that the Company
may designate and who will have access to all appropriate records and such
determination will be binding upon the Company and the Holders of the Warrants.


5. COVENANTS BY THE COMPANY 

5.1 Reservation of Shares 

The Company will reserve and there will remain unissued out of
its authorized capital a sufficient number of shares to satisfy the rights of
purchase provided for herein and in the Warrants should the Holders of all the
Warrants from time to time outstanding determine to exercise such rights in
respect of all shares which they are or may be entitled to purchase pursuant
thereto and hereto. 

6. WAIVER OF CERTAIN RIGHTS 

6.1 Immunity of Shareholders, etc. 

The Warrant Holder, as part of the consideration for the issue
of the Warrants, waives and will not have any right, cause of action or remedy
now or hereafter existing in any jurisdiction against any past, present or
future incorporator, shareholder, Director or Officer (as such) of the Company
for the issue of shares pursuant to any Warrant or on any covenant, agreement,
representation or warranty by the Company herein contained or in the Warrant.


7. MODIFICATION OF TERMS, MERGER, SUCCESSORS


7.1 Modification of Terms and Conditions for Certain
Purposes 

From time to time the Company may, subject to the provisions of
these presents, modify the Terms and Conditions hereof, for the purpose of
correction or rectification of any ambiguities, defective provisions, errors or
omissions herein. 

7.2 Warrants Not Transferable 

The Warrants and all rights attached to it are not
transferable. 

DATED as of the date first above written in these Terms and
Conditions. 

	 	PANGLOBAL BRANDS
      INC. 
	 	 	  
	 	 	  
	 	Per: 	
	 	 	Authorized Signatory 






FORM OF SUBSCRIPTION 

	TO: 	PANGLOBAL BRANDS INC. 
	  	2853 E. Pico Blvd 
	  	Los Angeles, CA 90023 USA 


Dear Sirs/Mesdames: 

The undersigned (the "Warrant Holder") hereby exercises the
right to purchase and hereby subscribes for ____________________ shares of the
common stock of PANGLOBAL BRANDS INC. (the Shares") referred to in the Common
Stock Purchase Warrant Certificate No._______ surrendered herewith according to
the terms and conditions thereof and herewith makes payment by cash, certified
check or bank draft of the purchase price in full for the Shares in accordance
with the Warrant. 

Please issue a certificate for the shares being purchased as
follows in the name of the Warrant Holder: 

	NAME: 	 
		(Please Print) 
	  	 
	ADDRESS: 	 
	 	 
	 	 


The Warrant Holder represents and warrants to the Corporation
that: 

	(a) 	
      The Warrant Holder has not offered or sold the Shares
      within the meaning of the United States Securities Act of 1933 (the
      "Act");

	 	 	 
	(b) 	
      The Warrant Holder is acquiring the Shares for its own
      account for investment, with no present intention of dividing my interest
      with others or of reselling or otherwise disposing of all or any portion
      of the same;

	 	 	 
	(c) 	
      The Warrant Holder does not intend any sale of the Shares
      either currently or after the passage of a fixed or determinable period of
      time or upon the occurrence or non-occurrence of any predetermined event
      or circumstance;

	 	 	 
	(d) 	
      The Warrant Holder has no present or contemplated
      agreement, undertaking, arrangement, obligation, indebtedness or
      commitment providing for or which is likely to compel a disposition of the
      Shares;

	 	 	 
	(e) 	
      The Warrant Holder is not aware of any circumstances
      presently in existence which are likely in the future to prompt a
      disposition of the Shares;

	 	 	 
	(f) 	
      The Shares were offered to the Warrant Holder in direct
      communication between the Warrant Holder and the Corporation and not
      through any advertisement of any kind;

	 	 	 
	(g) 	
      The Warrant Holder has the financial means to bear the
      economic risk of the investment which it hereby agrees to make;

	 	 	 
	(h) 	
      This Subscription Form will also confirm the Warrant
      Holder’s agreement as follows:

	 	 	 
		(i) 	
      The Warrant Holder will only sell the Shares in
      accordance with the provisions of Regulation S of the Act pursuant to
      registration under the Act, or pursuant to an available exemption from
      registration pursuant to the Act;







- 2 - 

	 	(ii) 	
      The Corporation will refuse to register any transfer of
      the Shares not made in accordance with the provisions of Regulation S of
      the Act, pursuant to registration under the Act, or pursuant to an
      available exemption from registration;

	 	 	 
	 	(iii) 	
      The Warrant Holder will not engage in hedging
      transactions except in accordance with the Act;

	 	 	 
	 	(iv) 	
      The Warrant Holder has no right to require the
      Corporation to register the Shares under the Act;

	 	 	 
	 	(v) 	
      The certificates representing the Shares will be endorsed
      with the following legend:



THE SECURITIES REPRESENTED HEREBY HAVE
BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED
STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.


	 	(vi) 	
      The Warrant Holder is not a U.S. Person, as defined in
      Regulation S of the Act.



Please deliver a share certificate in respect of the common
shares referred to in the warrant certificate surrendered herewith but not
presently subscribed for, to the Warrant Holder. 

	DATED this _______ day of ______________________________,
      ____________. 	 
	 	 
	Signature of Warrant Holder: 	 	 
	 	 	 
	Name of Warrant Holder: 	 	 
	 	 	 
	Address of Warrant Holder: 	 	 
	 	 	 
	 	 	 


INSTRUCTIONS FOR SUBSCRIPTION 

The signature to this Subscription must correspond in every
particular with the name written upon the face of the Warrant Certificate
without alteration or enlargement or any change whatever. If there is more than
one subscriber, all must sign this Subscription. In the case of persons signing
by agent or attorney or by personal representative(s), the authority of such
agent, attorney or representative(s) to sign must be proven to the satisfaction
of the Company. 

If the Warrant Certificate and this Subscription are being
forwarded by mail, registered mail must be employed.