Multi Party Share Pledge Acknowledgement Agreement

EXHIBIT 10.60


MULTI PARTY SHARE PLEDGE ACKNOWLEDGEMENT AGREEMENT


BETWEEN:


ROYNAT CAPITAL INC.


(referred to herein as "ROYNAT")


OF THE FIRST PART


- and -


BANK OF NOVA SCOTIA


(referred to herein as "BNS")


OF THE SECOND PART


- and -


REGAL GIFTS & GREETINGS CORPORATION AND RGG
ACQUISITION INC.


(together, the "PLEDGORS", and individually, a "PLEDGOR")


OF THE THIRD PART


WHEREAS RoyNat Capital and BNS have each advanced certain amounts to Regal Greetings & Gifts Corporation (the "BORROWER") pursuant to offers of finance dated as of December 4, 2001, in the case of RoyNat Capital, and dated as of December 2001, in the case of BNS;


AND WHEREAS each Pledgor has executed one or more securities pledge agreements (collectively the "SENIOR PLEDGES") dated the date hereof in favour of BNS as security for its obligations in respect of the senior loan facility made available by BNS to the Borrower (the "SENIOR LOAN");


AND WHEREAS pursuant to the Senior Pledges, each Pledgor has pledged in favour of BNS all of the issued and outstanding shares of the corporations identified in Schedule "A" attached hereto (the "SHARES");


AND WHEREAS the Pledgors have delivered the Shares to BNS to hold in accordance with the terms of the Senior Pledges;


AND WHEREAS each Pledgor has also executed one or more securities pledge agreements (collectively the "SUBORDINATE PLEDGES") dated the date hereof in favour of RoyNat Capital as security for its obligations pursuant to a subordinated credit facility made available by RoyNat Capital to the Borrower;


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AND WHEREAS pursuant to the Subordinate Pledges, the Pledgors have also pledged in favour of RoyNat Capital all of th ...