Filed by sedaredgar.com - Pengram Corp. - Exhibit 10.2






PURCHASE AGREEMENT

THIS AGREEMENT dated as of the 16th day of December,
2008.

BETWEEN:

BAKO RESOURCES INC., a
British Columbia corporation having its registered office at Suite 950, 650 West
Georgia Street, Vancouver, British Columbia, Canada V6E 3P3

(hereinafter called the “Vendor”)

OF THE FIRST PART

AND:

PENGRAM CORPORATION, a
Nevada corporation having its registered office at 8275 S. Eastern Avenue, Suite
200 Las Vegas, NV 89123

(hereinafter called the
“Purchaser”)

OF THE SECOND PART

WHEREAS:

A.               
The Vendor is the sole recorded and beneficial owner of the mineral claims
described in Schedule “A” hereto (the “Property”);

B.               
The Vendor wishes to sell an undivided 100% interest in and to the Property to
the Purchaser and the Purchaser wishes to acquire such interest pursuant to the
terms and conditions hereinafter set out;

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

VENDOR’S REPRESENTATIONS AND WARRANTIES

1.               
The Vendor represents and warrants to the Purchaser that:

	 	(a) 	
      It is the sole recorded and beneficial owner of an
      undivided l00% interest in and to the Property;

	 	 	 
	 	(b) 	
      The claims comprising the Property have been, to the best
      of the information and belief of the Vendor, properly located and staked
      and recorded in compliance with the laws of the jurisdiction in which they
      are situate, are accurately described in Schedule “A” and are valid and
      subsisting mineral claims as at the date of this
  Agreement;







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	 	(c) 	
      The Property is in good standing under all applicable
      laws and regulations, all assessment work required to be performed and
      filed has been performed and filed, all taxes and other payments have been
      paid and all filings have been made;

	 	 	 
	 	(d) 	
      The Property is free and clear of any encumbrances, liens
      or charges and neither the Vendor nor, to the best of the Vendor’s
      knowledge, any of its predecessors in interest or title, have done
      anything whereby the Property may be encumbered;

	 	 	 
	 	(e) 	
      It has the right to enter into this Agreement and to deal
      with the Property in accordance with the terms of this Agreement, there
      are no disputes over the title to the Property, and no other party has any
      interest in the Property or the production therefrom or any right to
      acquire any such interest; and

	 	 	 
	 	(f) 	
      it acknowledges that the shares to be issued to it under
      this Agreement are being issued in reliance of exemptions from applicable
      securities laws and will be restricted shares. Certificates representing
      the shares will be endorsed with appropriate legends; and

	 	 	 
	 	(g) 	
      it is not a US Person as defined in Rule 903 of
      Regulation S.



PURCHASER’S REPRESENTATIONS AND WARRANTIES

2.               
The Purchaser represents and warrants to the Vendor that:

	 	(a) 	
      it has been duly incorporated, amalgamated or continued
      and validly exists as a corporation in good standing under the laws of its
      jurisdiction of incorporation, amalgamation or continuation;

	 	 	 
	 	(b) 	
      it has duly obtained all corporate authorizations for the
      execution of this Agreement and for the performance of this Agreement by
      it, and the consummation of the transactions herein contemplated will not
      conflict with or result in any breach of any covenants or agreements
      contained in, or constitute a default under, or result in the creation of
      any encumbrance under the provisions of the Articles or the constating
      documents of the Purchaser or any shareholders’ or directors’ resolution,
      indenture, agreement or other instrument whatsoever to which the Purchaser
      is a party or by which it is bound or to which it or the Property may be
      subject; and

	 	 	 
	 	(c) 	
      no proceedings are pending for, and the Purchaser is
      unaware of any basis for the institution of any proceedings leading to,
      the dissolution or winding up of the Purchaser or the placing of the
      Purchaser in bankruptcy or subject to any other laws governing the affairs
      of insolvent corporations.







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SURVIVAL OF REPRESENTATIONS AND WARRANTIES

3.               
The representations and warranties in this Agreement shall survive the closing
of this transaction and shall apply to all assignments, conveyances, transfers
and documents delivered in connection with this Agreement and there shall not be
any merger of any representations and warranties in such assignments,
conveyances, transfers or documents notwithstanding any rule of law, equity or
statute to the contrary and all such rules are hereby waived. The Vendor shall
have the right to waive any representation and warranty made by the Purchaser in
the Vendor’s favour without prejudice to any of its rights with respect to any
other breach by the Purchaser and the Purchaser shall have the same right with
respect to any of the Vendor’s representations in the Purchaser’s favour.

PURCHASE AND SALE

4.               
The Vendor hereby sells and assigns and the Purchaser hereby purchases an
undivided 100% interest in and to the Property for the following
consideration:

	 	(a) 	
      the issuance of 2,000,000 shares of the Purchaser’s
      common stock to the Vendor; and

	 	 	 
	 	(b) 	
      the issuance to the Vendor of a promissory note in the
      amount of Cdn. $70,000 payable June 30, 2009, with no
  interest.



FURTHER ASSURANCES

5.               
Concurrently with the execution of this Agreement the Vendor shall execute or
cause to be executed a Bill of Sale or such other documents as the Purchaser may
reasonable require transferring a 100% interest in and to the Property to the
Purchaser’s wholly-owned subsidiary, Clisbako Minerals Inc., which the Purchaser
shall be at liberty to record forthwith. The parties shall execute all further
documents or assurances as may be required to carry out the full intent of this
Agreement.

NOTICE

6.               
Each notice, demand or other communication required or permitted to be given
under this Agreement shall be in writing and shall be delivered, telegraphed or
telecopied to such party at the address for such party specified above. The date
of receipt of such notice, demand or other communication shall be the date of
delivery thereof if delivered or telegraphed or, if given by telecopier, shall
be deemed conclusively to be the next business day. Either party may at any time
and from time to time notify the other party in writing of a change of address
and the new address to which notice shall be given to it thereafter until
further change.




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PAYMENT

7.               
All references to monies hereunder will be in Canadian funds. All payments to be
made to any party hereunder may be made by cheque mailed or delivered to such
party to its address for notice purposes as provided herein.

ENTIRE AGREEMENT

8.               
This Agreement constitutes the entire agreement between the parties and replaces
and supercedes all agreements, memoranda, correspondence, communications,
negotiations and representations, whether verbal or express or implied,
statutory or otherwise, between the parties with respect to the subject matter
herein.

GENDER

9.               
Wherever the singular or neuter are used herein the same shall be deemed to
include the plural, feminine or masculine.

ENUREMENT

10.               
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.

COUNTERPART EXECUTION

11.               
This Agreement may be executed in several parts in the same form and such parts
as so executed shall together constitute one original agreement, and such parts,
if more than one, shall be read together and construed as if all the signing
parties hereto had executed one copy of this Agreement.

IN WITNESS WHEREOF this Agreement has been executed by
the parties hereto as of the day and year first above written.

BAKO RESOURCES INC.
by its authorized signatory:

/s/ Geoffrey N.
Goodall
_____________________________
Geoffrey N. Goodall

PENGRAM CORPORATION
by its authorized signatory:

/s/ Richard W.
Donaldson
_____________________________
Richard W.
Donaldson






SCHEDULE “A”

THE PROPERTY


	Tenure Number 
	  
	530325 
	530328 
	530329 
	530387 
	530462 
	530464 
	530465 
	534877 
	534928 
	535450 



All located in the Cariboo Mining Division, British Columbia