exhibit10-34.htm


    Exhibit
10.34

     

    RESTRUCTURING
AGREEMENT

     

    This
RESTRUCTURING AGREEMENT (together with the Term Sheet (as defined below), the
“Agreement”),
dated as of May __, 2008, is made by and among Impart Media Group, Inc., a
Nevada corporation (“Impart” or the “Company”), Enable
Growth Partners, L.P., Enable Opportunity Partners, L.P., Pierce Diversified
Strategy Master Fund, ENA, Hudson Bay Fund, L.P., Hudson Overseas Fund,
Ltd. (the
“Participating Holders”), and the other signatories listed below.

    


    WHEREAS,
the Participating Holders filed an involuntary chapter 11 petition against
Impart on February 14, 2008;

     

    WHEREAS,
the Company and the Participating Holders have engaged in negotiations with the
objective of reaching an agreement for a Restructuring (as defined below) of the
Company, including the indebtedness outstanding under the Notes;

     

    WHEREAS,
the Company and the Participating Holders now desire to implement a financial
restructuring (the “Restructuring”) of
the Company that is substantially consistent with the terms and conditions set
forth in the term sheet (together with the Exhibits and Schedules attached
thereto, the “Term
Sheet”) attached hereto as Exhibit A;

     

    WHEREAS,
in order to implement the Restructuring, the Company has agreed, on the terms
and conditions set forth in this Agreement and the Term Sheet, to use its best
efforts to consummate the Restructuring through a pre-negotiated plan of
reorganization (the “Reorganization
Plan”), the requisite acceptances of which shall be solicited following
commencement of voluntary cases (“Chapter 11 Case”) by
Impart and Impart, Inc. under chapter 11 of title 11 of the United States Code,
11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”) in
the United States Bankruptcy Court for the District of New York (the “Bankruptcy
Court”);

     

    WHEREAS,
to expedite and ensure the implementation of the Restructuring, each of the
Participating Holders is prepared to commit, on the terms and subject to the
conditions of this Agreement and applicable law, to, if and when solicited in
accordance with applicable bankruptcy law, vote (or, in the case of managed or
advised accounts, instruct its custodial agents to vote) to accept the
Reorganization Plan and support its confirmation and to, in either case, perform
its other obligations hereunder.

     

    NOW
THEREFORE, in consideration of the promises and the mutual covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and each
Participating Holder hereby agree as follows:

     

    1.           Term Sheet. The Term Sheet is
incorporated herein and is made part of this Agreement. The general terms and
conditions of the Restructuring are set forth in the Term Sheet. In the event of
any inconsistencies between the terms of this Agreement and the Term Sheet, the
Term Sheet shall govern.

     

    2.         
Condition Precedent. It is a condition precedent to the effectiveness of
this Agreement that (i) the Restructuring as set forth in the Term Sheet be
approved by the Company's Board of Directors, which approval shall be obtained
prior to the consent of the voluntary Chapter 11 Cases and (ii) that the Chapter
11 Cases are commenced no later than 6:00 p.m. (NY Time) on May 8, 2008, unless
extended by the Participating Holders.

     

    3.  
           Means for Effectuating the
Restructuring. The Company shall seek to effectuate the Restructuring
through the consent of the voluntary Chapter 11 Case and the confirmation and
consummation of the Reorganization Plan.

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    4.           
Preparation of Restructuring
Documents.

     

    a)           No
later than the date hereof, the Company shall instruct its counsel in
consultation with the Participating Creditors to prepare all of the documents
necessary to consent to the Chapter 11 Cases (collectively, the “Chapter 11
Documents”), which shall include, without limitation, the
following:

     

    i Consents  for
relief and required schedules under chapter 11 of the Bankruptcy Code for
Impart  and the filing of a voluntary petition by Impart, Inc.(the
“Petitions”):

     

    ii A
disclosure statement, including customary exhibits, related to the
Reorganization Plan (the “Disclosure
Statement”) that complies with section 1125 of the Bankruptcy
Code;

     

    iii The
Reorganization Plan, which shall incorporate the terms and conditions set forth
in the Term Sheet and such other terms and conditions agreed upon by the Company
and the Participating Holders, including any exhibits and, prior to
confirmation, plan supplement documents (which shall include appropriate revised
corporate governance documents);

     

    iv A
proposed order confirming the Reorganization Plan; and

     

    v Any other
typical or necessary motions and applications for relief filed by the Company on
the date of the commencement of the Chapter 11 Cases (the “First Day
Pleadings”), including a section 363 sale motion for the sale of the
“Seattle Business” assets and entry into a Management Agreement with Novus
Communication Technologies, Inc., as set forth in the Term Sheet.

     

    Each
Chapter 11 Document shall be in the form and substance reasonably acceptable to
the Participating Holders prior to its filing with the Bankruptcy Court and
shall be prepared jointly with the Participating Holders.

     

                                    b)   Company
Undertakings.  The Company hereby agrees to use its best
efforts to, as applicable, (i) take all acts reasonably necessary to effectuate
and consummate the Restructuring and (ii) implement all reasonable steps
necessary to obtain an order of the Bankruptcy Court confirming the
Reorganization Plan, in each case, as expeditiously as possible. The Company
hereby agrees that it will not take any action inconsistent with this Agreement
or the Reorganization Plan.

     

    5.            Conduct of Business. Impart
agrees that, prior to the Effective Date (as defined below) of the
Reorganization Plan and prior to termination of this Agreement pursuant to
Section 9 below, unless the Participating Holders consent to such actions in
writing:

     

    
      	
              a)  

            	
              The
      Company shall not (i) directly or indirectly engage in, agree to or
      consummate any transaction that is not on an arms' length basis or outside
      the ordinary course of its business (other than the Restructuring) or
      incur any liability outside the ordinary course of business, or that is
      not on an arms' length basis, and, if between unaffiliated parties, also
      on market terms or (ii) enter into any transaction or perform any act
      which would constitute any breach by it of any of its representations,
      warranties, covenants or obligations
hereunder;

            


    

     

    
      	
              b)  

            	
              Impart shall
      maintain its corporate existence and shall maintain its qualification in
      good standing under the laws of Nevada or other jurisdiction in which it
      is organized or required to be qualified to do business and is presently
      so qualified;

            


    

     


    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              c)  

            	
              The
      Company shall not pay any dividends to holders of common and/or preferred
      equity in Impart (the “Old Equity”) or
      make any distributions to Old
Equity;

            


    

     

    
      	
              d)  

            	
              The
      Company shall not make any payments on or account of existing indebtedness
      (other than secured indebtedness after Bankruptcy Court approval upon
      notice (including to the Participating Holders) and, if necessary, a
      hearing) other than in the ordinary course of
  business;

            


    

     

    
      	
              e)  

            	
              Except
      as expressly allowed in this Agreement, the Company shall not directly or
      indirectly, and shall cause each of its direct and indirect subsidiaries
      not to directly or indirectly do or permit to occur any of the following:
      (i) issue, sell, pledge, dispose of, or encumber any additional shares of,
      or any options, warrants, conversion privileges or rights of any kind to
      acquire any shares of, any of its equity interests; (ii) amend or propose
      to amend its respective articles of incorporation or comparable
      organizational documents; (iii) split, combine, or reclassify any
      outstanding shares of its capital stock or other equity interests, or
      declare, set aside, or pay any dividend or other distribution payable in
      cash, stock, property, or otherwise with respect to any of its equity
      interests; (iv) redeem, purchase, or acquire or offer to acquire any of
      its equity interests; (v) acquire, transfer, or sell (by merger, exchange,
      consolidation, acquisition of stock or assets, or otherwise) any
      corporation, partnership, joint venture, or other business organization or
      division, or any assets; provided, however,
      nothing herein shall prohibit E&M Advertising Inc. from collecting its
      accounts receivable or restructuring its affairs independently in a manner
      which does not alter or breach  the terms of this Agreement or
      the Term Sheet;

            


    

     

    
      	
              f)  

            	
              The
      Company shall promptly, and in any event within three (3) business days
      after receipt or knowledge of the same by any of them, notify (i) the
      Participating Holders, or (ii) counsel for the Participating Holders of
      any governmental or third party notices, complaints, investigations,
      hearings, orders, decrees or judgments (or communications indicating that
      any of the foregoing may be contemplated or threatened) which could
      reasonably be anticipated to (i) have a Material Adverse Effect (as
      defined below) or (ii) prevent or delay the timely consummation of the
      Restructuring. “Material Adverse Effect” shall mean any change, event,
      occurrence, effect, or state of facts that, individually, or aggregated
      with other such matters, is materially adverse to the business, assets
      (including intangible assets), properties, prospects, condition (financial
      or otherwise), or results of operations of the Company and its
      subsidiaries taken as a whole, but excluding changes, events, occurrences,
      effects or states of fact that customarily occur as a result of the
      commencement of a case under chapter 11 of the Bankruptcy
      Code.

            


    

     

    6.           Timetable. The Company shall
consent to the Chapter 11 Cases no later than 6:00 p.m. (NY Time) on May 8,
2008. The Reorganization Plan and Disclosure Statement shall be filed as soon as
practicable after commencement of the Chapter 11 Cases but in no event later
than June 10, 2008, unless such time is extended by the Participating
Holders.

     

    7.           Termination of Agreement. At
the election of the Participating Holders, this Agreement shall terminate upon
the occurrence of any “Agreement Termination
Event” or a “Company Termination
Event” (each as hereinafter defined), unless the occurrence of such
Agreement Termination Event is waived in writing by the Participating Holders.
If any Agreement Termination Event occurs (and has not been waived) or a Company
Termination Event occurs at the time when permission of the Bankruptcy Court
shall be required for any Participating Holder to change or withdraw (or cause
to be changed or withdrawn) its votes to accept the Reorganization Plan, the
Company shall not oppose any attempt by such Participating Holder to change or
withdraw (or cause to be changed or withdrawn) such votes at such time. Upon the
occurrence of an Agreement Termination Event, unless such Agreement Termination
Event is waived in accordance with the terms hereof, or upon the occurrence of a
Company Termination Event, this Agreement shall terminate and no party hereto
shall have any continuing liability or obligation to any other party hereunder
and (i) each of the Participating Holders shall have all rights and remedies
available to it under the applicable law and (ii) the obligations of each of the
parties hereunder shall thereupon terminate and be of no further force and
effect with respect to each party.

     


    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    An “Agreement Termination
Event” shall mean any of the following events, upon which the Agreement
shall automatically terminate following the occurrence of such event, other than
with respect to items (i), (ii), (iv) and (vii), upon which the Agreement shall
terminate if such event remains uncured for five (5) days after receipt of
written notice from the Required Participating Holders following the occurrence
of such event:

     

    i The
Company shall have breached any provision of this Agreement, including but not
limited to, ceasing to take any steps that are reasonably necessary to obtain
approval of the Disclosure Statement and/or confirmation of the Reorganization
Plan, as applicable;

     

    ii Any
representation or warranty made by the Company to any Participating Holder in
this Agreement or any term of the Term Sheeet, including the projected amount of
claims, shall have been untrue in any material respect when made or any breach
of any covenant or material provision hereof by the Company shall have occurred,
provided that  Impart shall have five (5) days to cure any such
default after notice thereof;

     

    iii The
Company takes formal action (including, without limitation, the filing of a
pleading in the Chapter 11 Case), or announces an intention to take or pursue
action, inconsistent with (i) the Term Sheet or (ii) any of the Chapter 11
Documents, or selects the treatment of any claim or class from the contemplated
alternatives set forth in the Term Sheet without the consent and approval of the
Participating Holders;

     

    iv The
Chapter 11 Documents, including, without limitation, the Reorganization Plan,
contain any term or condition (a) not set forth in the Term Sheet or (b)
inconsistent with the Term Sheet, and such term or condition is not reasonably
acceptable to the Participating Holders;

     

    v There
shall have been issued or remain in force any order, decree, or ruling by any
court or governmental body having jurisdiction restraining or enjoining the
consummation of or rendering illegal the transactions contemplated by this
Agreement or the Reorganization Plan;

     

    vi The
Company shall propose, consent to, support, acquiesce or participate in the
formulation of any out-of-court restructuring, any chapter 7 or chapter 11 plan
of reorganization or liquidation or any other such similar reorganization or
liquidation (whether foreign or domestic) other than the Restructuring as set
forth on the Term Sheet and other than as agreed to by the Participating
Holders;

     

    vii The
occurrence of a Material Adverse Effect;

     

    viii If any of
the final forms of the documents prepared in connection with or related to the
Restructuring (including, without limitation, any stockholders' agreement, any
certificate of incorporation, any bylaws, any document concerning the corporate
governance of the Company upon the consummation of the Reorganization Plan or
any document concerning the rights of Company shareholders or debtholders upon
the consummation of the Reorganization Plan) necessary for the implementation of
the Restructuring are not reasonably acceptable to the Participating Holders,
including being inconsistent with any provisions of the Term Sheet;

     

    ix The
exclusive periods (as provided for in section 1121 of the Bankruptcy Code) to
(a) file a plan of reorganization or (b) solicit acceptances thereof are
terminated or expire as to any party other than the Participating
Holders;

     


    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    x The
Disclosure Statement is not approved by the Bankruptcy Court as containing
adequate information (as that term is used in section 1125 of the Bankruptcy
Code) on or before forty-five (45) days following the filing of the Disclosure
Statement, subject to Court availability;

     

    xi The
Reorganization Plan shall not have been confirmed by order (the “Confirmation Order”)
entered by the Bankruptcy Court on or before 120 days following the date that
the Chapter 11 Cases have been commenced (the “Petition
Date”):

     

     

    xii A trustee
or examiner with enlarged powers shall have been appointed under section 1104 or
105 of the Bankruptcy Code for service in the Chapter 11 Cases;

     

    xiii Any of
the Chapter 11 Cases shall have been converted to a case under chapter 7 of the
Bankruptcy Code;

     

    xiv The
Confirmation Order is not in form and substance reasonably acceptable to counsel
for the Participating Holders; and

     

    
      	
              xv.  

            	
              Any
      affiliate or subsidiary of the Company object to the terms of this
      Agreement, the Term Sheet, or the proposed transactions contemplated
      thereby; or

            


    

     

    
      	
              xvi.  

            	
              If
      the projected amount of claims set forth on the Term Sheet is inaccurate
      and the allowed amount of such claims exceeds the amounts set for on the
      Term Sheet by at least $15,000 in the
aggregate.

            


    

     

    A
Participating Holder may rescind its vote on the Reorganization Plan (which vote
shall be null and void and have no further force and effect) by giving written
notice thereof to the other Participating Holders and the Company if: (a) the
Reorganization Plan is modified to provide any term that is inconsistent with
the Term Sheet, (b) after filing the Reorganization Plan, the Company (i)
submits a second or amended plan of reorganization that changes, modifies, or
deletes any provision of the Term Sheet in any respect, or (ii) moves to
withdraw the Reorganization Plan, or (c) the Company fails to satisfy any term
or condition set forth in this Agreement. After giving notice pursuant to this
Section and no cure having occurred within five (5) days after the Company's
receipt of such notice, this Agreement shall be of no force and effect with
respect to and as between the terminating Participating Holder and the
Company.

     

    8.              Representations and Warranties.
The Company represents and warrants that (i) to the extent applicable, it
is duly organized, validly existing, and is or will be in good standing under
the laws of the jurisdiction of its formation, (ii) its execution, delivery, and
performance of this Agreement are within the power and authority of such party
and have been duly authorized by such party and that no other approval or
authorization is required, (iii) this Agreement has been duly executed and
delivered by it and constitutes its legal, valid, and binding obligation,
enforceable in accordance with the terms hereof, subject to bankruptcy,
insolvency, fraudulent conveyance, and similar laws affecting the rights or
remedies of creditors generally, and (iv) none of the execution and delivery of
this Agreement or compliance with the terms and provisions hereof will violate,
conflict with, or result in a breach of, its certificate of incorporation or
bylaws or other constitutive document, any applicable law or regulation, any
order, writ, injunction, or decree of any court or governmental authority or
agency, or any agreement or instrument to which it is a party or by which it is
bound or to which it is subject.

     

    Each
Participating Holder represents and warrants that it is either the beneficial
owner, of the principal amount of the Notes set forth in the signature pages
hereof.

     


    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    9.  
           Public Disclosures. Prior to
the issuance of any public disclosures regarding the Restructuring (including
this Agreement), the Company shall consult with the Participating Holders as to
the form and substance of such public disclosures related to the Restructuring
(including this Agreement) or the transactions contemplated hereby.

     

    10.           Covenants.

     

    
      	
              a)  

            	
              Each
      Participating Holder, Impart and its affiliates and subsidiaries including
      without limitation, Impart, Inc. and  E&M Advertising, Inc.
      aka Impart Advertising, Inc (“E&M”) agree to use best efforts to (i)
      support and complete the Restructuring and (ii) do all things reasonably
      necessary and appropriate in furtherance
  thereof.

            


    

     

    
      	
              b)  

            	
              Each
      party hereby further covenants and agrees to negotiate the definitive
      documents relating to the Restructuring in good faith. The Company shall
      keep the Participating Holders apprised of any discussions, negotiations
      or meetings with any other creditor
  constituency.

            


    

     

    11.            Impact of Appointment to Creditors'
Committee. Notwithstanding anything herein to the contrary, if any
Participating Holder is appointed to and serves on an official committee of
creditors in the Chapter 11 Cases, the terms of this Agreement shall not be
construed so as to limit such Participating Holder's exercise (in its sole
discretion) of its fiduciary duties, if any, to any person arising from its
service on such committee, and any such exercise of such fiduciary duties shall
not be deemed to constitute a breach of the terms of this
Agreement.

     

    12.           Approval, Acceptance, Waiver, or
Consent by Participating Holders. Where this Agreement provides that the
Participating Holders may agree, waive, accept, consent, or approve any action
or document, including, but not limited to, the Participating Holder's approval
of documents in “form and substance reasonably acceptable” to the Participating
Holders, then approval by Participating Holders owning at least 80% in principal
amount of the Notes owned by all of the Participating Holders (“Required Participating
Holders”) will constitute such agreement, waiver, acceptance, consent, or
approval, as applicable. The Participating Holders agree that they will respond
to any waiver, approval, request for acceptance, or consent sought by the
Company within three (3) business days.

     

    13.           Governing Law; Jurisdiction.
This Agreement shall be governed by and construed in accordance with the
internal laws of the state of New York, without regard to any conflicts of law
provisions which would require the application of the law of any other
jurisdiction. By its execution and delivery of this agreement, each of the
parties hereby irrevocably and unconditionally agrees for itself that any legal
action, suit, or proceeding against it with respect to any matter under or
arising out of or in connection with this Agreement or for recognition or
enforcement of any judgment rendered in any such action, suit, or proceeding,
shall be brought in the United States District Court for the Southern District
of New York or in any New York aware state court, and, by execution and delivery
of this Agreement, each of the parties hereby irrevocably accepts and submits
itself to the exclusive jurisdiction of such court, generally and
unconditionally, with respect to any such action, suit, or proceeding and agrees
that service of process in connection therewith shall be effective if made by
first class mail and shall not contest the form of manner of such service.
Notwithstanding the foregoing consent to New York jurisdiction, upon the
commencement of the Chapter 11 Cases, the parties agree that the Bankruptcy
Court shall have exclusive jurisdiction of all matters arising out of or in
connection with the Participating Holders' obligations under this Agreement and
that the parties shall not seek to enforce this Agreement in any other
court.

     

    14.           Specific Performance. It is
understood and agreed by the parties to this Agreement that money damages would
not be a sufficient remedy for any breach of this Agreement by any party, and
each non-breaching party shall be entitled to seek specific performance and
injunctive or other equitable relief as a remedy of any such breach, including,
without limitation, an order of the Bankruptcy Court requiring any party to
comply promptly with any of its obligations hereunder.

     


    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    15.            Reservation of Rights. This
Agreement and the Reorganization Plan are part of a proposed settlement of
disputes among the parties hereto. Except as expressly provided in this
Agreement, nothing herein is intended to, or does, in any manner waive, limit,
impair or restrict the ability of the Company and each of the Participating
Holders to protect and preserve its rights, remedies and interests, including
without limitation, with respect to each Participating Holder its claims against
the Company or its full participation in any bankruptcy case filed by the
Company. If the transactions contemplated herein or in the Reorganization Plan
are not consummated, or if this Agreement is terminated, the parties hereto
fully reserve any and all of their rights. Pursuant to Rule 408 of the Federal
Rules of Evidence and any applicable state rules of evidence, this Agreement
shall not be admitted into evidence in any proceeding other than a proceeding to
enforce its terms.

     

    16.           Headings. The headings of the
Sections and Subsections of this Agreement are inserted for convenience only and
shall not affect the interpretation hereof.

     

    17.           Successors and Assigns. This
Agreement is intended to bind and inure to the benefit of the parties and their
respective successors, assigns, heirs, executors, administrators and
representatives. The agreements, representations and obligations of the
Participating Holders under this Agreement are, in all respects, several and not
joint.

     

    18.         
Notice. Notices given under this agreement shall be to:

     

    If to the
Company:

    


    Impart
Media Group, Inc.

    1300
Northlake Way

    Seattle,
Washington 98103

    Attn:
Joseph Martinez

     

    -and-

    


    Finkel,
Goldstein Rosenbloom & Nash, LLP

    26
Broadway

    Suite
711

    New York,
New York 1004-1730

    Attn:
Kevin J. Nash

     

    If to Any
Participating Holder or the Participating Holders:

     

    At the
address set forth on the signature pages hereto

     

    -and-

     

    Olshan
Grundman Frome Rosenzweig & Wolosky LLP

    Park
Avenue Tower

    65 East
55th
Street

    New York,
New York 10022-1106

    Attn:  Adam
H. Friedman, Esq.

     

    


    19.           Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same Agreement. This
Agreement may be executed and delivered by hand, facsimile, or by electronic
mail in portable document format.

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    20.           Amendments and Waivers. This
Agreement may not be modified, amended, or supplemented except in writing signed
by the signatories to this Agreement.

     

    21.           No Third Party Beneficiaries.
Unless expressly stated herein, this Agreement shall be solely for the
benefit of the parties hereto and no other person or entity, provided however
that Novus shall be a third party beneficiary of the consents and releases by
E&M under the term sheet.

     

    22. .          No Solicitation. This
Agreement is not and shall not be deemed to be a solicitation for votes in favor
of the Reorganization Plan in the Chapter 11 Cases. Each of the Participating
Holders' votes with respect to the Reorganization Plan will not be solicited
until such Participating Holder has received the Reorganization Plan and
Disclosure Statement. Each party hereto acknowledges that it has been
represented by counsel in connection with this Agreement and the transactions
contemplated hereby. The provisions of this Agreement shall be interpreted in a
reasonable manner to effectuate the intent of the parties hereto.

     

    23. .          Consideration. It is hereby
acknowledged by the parties hereto that no consideration shall be due or paid to
the Participating Holders for their agreement to vote to accept the
Reorganization Plan in accordance with the terms and conditions of this
Agreement other than the Company's agreement to commence the Chapter 11 Cases
and, if applicable, to use its best efforts to take all steps necessary to
obtain approval of the Disclosure Statement and to seek to confirm, consummate
and implement the Reorganization Plan in accordance with the terms and
conditions of the transaction contemplated by the Restructuring and this
Agreement.

     

    24. Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.sad

     

    25.  RELEASES.

     

                      (a)
EACH OF THE INDIVIDUAL SIGNATORIES BELOW (MESSRS. JOSEPH MARTINEZ, LAIRD LAABS
AND STEPHEN WILSON),  BEING OFFICERS OR DIRECTORS, HEREBY
RELEASES AND FOREVER DISCHARGES IMPART AND IMPART, INC. AND THEIR
RESPECTIVE ESTATES (THE "RELEASED PARTIES") FROM ANY AND ALL SECURED,
PRIORITY, OR ADMINISTRATIVE CLAIMS, LIABILITIES, DAMAGES, COSTS, EXPENSES OR
DEMANDS OF ANY NATURE, WHATSOEVER KNOWN OR UNKNOWN, ACCRUED OR UNACCRUED,
WHICH SUCH INDIVIDUALS, THEIR AFFILIATES, SUCCESSORS OR ASSIGNS HAVE, EVER
HAD OR MAY HAVE IN THE FUTURE AGAINST THE RELEASED PARTIES.  EACH OF
THESE INDIVIDUALS HAS HAD THE ADVICE OF COUNSEL IN RELEASING AND WAIVING SUCH
CLAIMS.

     

                      (b)
E&M ADVERTISING, INC A/K/A IMPART MEDIA ADVERTISING, INC  AND
THEIR AFFILIATES, ESTATES AND ASSIGNS (THE “ADVERTISING DIVISION RELEASORS”),
HEREBY RELEASE AND FOREVER DISCHARGE IMPART AND IMPART, INC. AND THEIR
RESPECTIVE ESTATES (THE "RELEASED PARTIES") FROM ANY AND ALL CLAIMS,
LIABILITIES, DAMAGES, COSTS, EXPENSES OR DEMANDS OF ANY NATURE, WHATSOEVER KNOWN
OR UNKNOWN, ACCRUED OR UNACCRUED, WHICH SUCH PARTIES EVER HAD OR MAY HAVE
IN THE FUTURE AGAINST THE RELEASED PARTIES. THE ADVERTISING DIVISION RELEASORS
HAVE HAD THE ADVICE OF COUNSEL IN RELEASING AND WAIVING SUCH
CLAIMS.

     

    26.   No Group.  The
Participating Holders and the parties hereto agree and acknowledge that this
Agreement and the transactions contemplated hereby and by the Restructuring and
under the Plan shall not in any way constitute or imply the formation of a group
(as contemplated by Rule 13d-1(k) of the Securities Exchange Act of 1934, as
amended, or otherwise).  No agreements, arrangements, commitments or
understandings with respect to the securities of the Company or the new common
stock of the Reorganized Debtor exists or shall be deemed to exist between or
among the parties hereto by virtue of this Agreement and transactions
contemplated hereby.

     


    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF, each of
the parties hereto has caused this Agreement to be executed and delivered by its
duly authorized officer as of the date first above written.

    


    
      	 
      	
              IMPART
      MEDIA GROUP, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            	 
      
	 
      	
              IMPART,
      INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            	 
      
	 	 	 	 
	 	 	 	 
	 
      	 
      	
              PARTICIPATING
      HOLDERS:

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Enable
      Growth Partners, L.P.

            	 
      
	 	 	 	 	 
	 
      	 
      	
              By:

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Enable
      Opportunity Partners, L.P.

            	 
      
	 	 	 	 	 
	 
      	 
      	
              By:

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Pierce
      Diversified Strategy Master Fund, ENA

            	 
      
	 	 	 	 	 
	 
      	 
      	
              By:

            	 
      	 
      
	 	 	 	 	 
	 	 	Hudson
      Bay Fund, L.P.	 	 
	 	 	      
              By: 

            	 	 
	 	 	 	 	 
	 	 	Hudson
      Overseas Fund, Ltd.	 	 
	 	 	      
              By: 

            	 	 
	 	 	 	 	 


    

    


    


    


    


    ACKOWLEDGED AND AGREED
TO:

    


    


    


    
    

    
    

    
      	 
      	
               

            
	 	E&M
      ADVERTISING INC. a/k/a IMPART MEDIA ADVERTISING, INC. 
	 	 
	By: 	 
	 	Name: 	 
	 	 
	 	 JOSEPH
      MARTINEZ
	 
      	 
      
	
              By:

            	 
      
	 
      	
              Name:

            
	 
      	 
      	 
      
	 
      
	 
      	
              LAIRD
      LAABS

            
	 
      	 
      
	
              By:

            	 
      
	 
      	
              Name:

            
	 
      	 
      	 
      
	 
      
	 
      	
              STEPHEN
      WILSON

            
	 
      	 
      
	
              By:

            	 
      
	 
      	
              Name:

            
	 
      	 
      	 
      


    

    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

     

    TERM
SHEET FOR PROPOSED RESTRUCTURING

     

    OF

     

    IMPART
MEDIA GROUP, INC.

     

    The
following is an outline of the principal terms and conditions of a proposed
restructuring (the “Restructuring”)
submitted by certain individual holders (the “Noteholders” or “Participating
Holders”) of the 6% Convertible Notes Due 2009 (the “Notes”) issued by
Impart Media Group (“Impart”).  This
term sheet (“Term
Sheet”) is subject to, among other things, definitive documentation and
is for discussion purposes only. This Term Sheet and the proposals contained
herein are subject to, among other conditions, the completion of legal,
financial and other due diligence by the Noteholders and their advisors and does
not, and shall not be construed to, indicate the agreement by any parties,
including the Noteholders, to support the Restructuring contemplated hereby
until mutually agreeable, definitive documentation is executed and delivered.
This Term Sheet does not contain all of the terms of any proposed restructuring
and shall not be construed as (i) an offer capable of acceptance, (ii) a binding
agreement of any kind, (iii) a commitment to enter into, or offer to enter into,
any agreement or (iv) an agreement to file any plan of reorganization or
disclosure statement or consummate any transaction or to vote for or otherwise
support any plan of reorganization or any restructuring. Nothing in this Term
Sheet shall affect in any way, nor be deemed a waiver of, any of the rights of
any Noteholder under the Notes or any other document or under applicable
law.

     

    This Term
Sheet is not a solicitation of acceptances or rejections with respect to any
restructuring or plan of reorganization. Any such solicitation will be conducted
in accordance with the Bankruptcy Code and/or applicable securities
laws.

     

    This Term
Sheet and all related communications are for discussion and settlement purposes
only and shall be deemed to be settlement negotiations and subject to Rule 408
of the Federal Rules of Evidence and any other applicable state or federal law
or rule.

     

    26. FUNDING
AND IMPLEMENTATION OF THE RESTRUCTURING

     

    The
Restructuring shall be implemented through consummation of a confirmed chapter
11 plan of reorganization of Impart satisfactory to the Noteholders (the “Plan”).  Any
plan for such subsidiary or affiliate or other disposition of such subsidiary's
or affiliate's assets shall be satisfactory to the Noteholders and shall be
consummated no later than at consummation of the Plan.

     

    a) Pre-Petition
Loan

     

    The
Restructuring shall be funded from a pre-petition senior secured loan to Impart
and Impart, Inc  from the Noteholders  in the amount of
$25,000 (the “Loan”).  The
Loan shall be secured against the assets of Impart and Impart, Inc. and accrue
interest at 12% per annum and be senior and prior to all of Impart and Impart,
Inc.’s  liabilities.  The Loan shall mature on the earlier
of (x) the effective date of the Plan or (y) 120 days from the date of
issuance.  A condition of this loan will require both of Impart’s
subsidiaries to consent to the terms of the Restructuring and the Term
Sheet.  In the event Bankruptcy Court approval is required, Impart and
any co-debtor shall file the necessary motion to confirm and approve the terms
of the Pre-Petition Loan.

     

                 (b)  DIP Loan

     

               The
Restructuring may be funded from a DIP Loan received from the Noteholders as DIP
Lender, in the amount of up to $50,000 (including the pre- petition Loan of
$25,000), provided that such a loan may be made at the sole discretion of the
Noteholders and nothing shall require the Noteholders to make such a DIP
loan.  If made, the DIP Loan shall accrue interest at 12% and be
senior and prior to all of  pre-petition and post-petition liabilities
and shall constitute allowed super-priority liens and claims under Bankruptcy
Code section 364 (c), except for quarterly US Trustee fees.  The Loan
shall mature on the Effective Date of a Plan.

     

    As a
pre-condition to issuance by the DIP Lender of the DIP Loan, the Debtor and
Reorganized Debtor agree to issue to the DIP Lender, with Bankruptcy Court
approval, a common stock purchase warrant (the “Warrant”) in a form and
substance satisfactory to the DIP Lenders in their sole discretion and
exercisable by the DIP Lender at any time after issuance into up to 20% of the
outstanding equity interests of the Reorganized Debtor for an exercise price of
$0.01 per share.  At the time the warrant is issued, the DIP Lender
agrees to pay a purchase payable by forgiveness of the DIP
Facility.

     

    (c) Sale
Transaction

     

    Impart
and Impart, Inc. shall sell certain assets known generally as the “Seattle
Business” assets to Novus Communication Technologies, Inc. (“Novus”) pursuant to
the terms of that certain Asset Purchase Agreement (the “APA”) between the
Impart, Impart, Inc. and Novus, or such higher or better bidder at a sale under
section 363 of the Bankruptcy Code.   The motion to sell such
assets shall be filed on the Petition Date.   As part of the sale
transaction, and upon approval of the Bankruptcy Court, Novus will manage the
Seattle Business pursuant to the terms of that certain Management Agreement
between the Impart, Impart, Inc. and Novus (the ‘Management
Agreement”).  Under the terms of the Management Agreement, Novus will
be entitled to the revenues generated by and be responsible for payment of the
ordinary business expenses of, the Seattle Business as set forth in detail
therein.  Impart Media Advertising, Inc. a/k/a  E&M
Advertising Inc. (“E&M”) shall (i) consent to the sale of the assets to
Novus, (ii) consent to the Management Agreement with Novus and (iii) provide
Novus with a general release from liability in relation to the APA and the
Management Agreement upon terms that are acceptable to Novus, in its sole
discretion.

     

                (d)
Merger
Transaction

     

    On the
Effective Date or thereafter, Impart shall merge with and into the
Reorganized Debtor, provided however that E&M shall not be part of the
Reorganized Debtors, and shall address its liabilities separately, provided
however, that if E&M or any party acting on their behalf later objects to
the terms of this Term Sheet , the Restructuring Agreement, or any plan or
disclosure statement  filed in connection therewith, the board of
E&M has determined that a joint filing of all entities shall be made, and a
single plan of liquidation on a substantively consolidated basis shall be filed
and pursued whereby all assets and all claims of Impart, Impart, Inc. and
E&M shall be combined and substantively consolidated.  The
Restructuring shall provide for the merger of a company to be identified and
agreed upon by the Noteholders, with and into the Debtor on the Effective Date
or thereafter in a reverse merger or similar transaction, thereby preserving the
public entity nature of the Debtor for the benefit of the Reorganized Debtor,
its creditors, and the merger parties.  The issuance of shares under
the merger and under the Plan shall be exempt from the registration requirements
of the Securities Act pursuant to 11 U.S.C. § 1145.

     

    27. TREATMENT
OF IMPART CLAIMS AND INTERESTS UNDER PLAN.

     

    The Plan
shall classify and provide treatment for Impart claims and interests as
described below. Except as specified below, Impart claims and interests shall be
satisfied in full by the delivery of the applicable consideration on or, with
respect to any class other than the Note class, as soon as practicable after the
effective date of the Plan (the “Effective
Date”).  If required and requested by the Noteholders, the
assets and liabilities of Impart, Inc. shall be substantively consolidated with
Impart, and shall be treated on a pro-rata consolidated basis as set forth
below.

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Administrative
      Expense Claims

            	
              Each
      holder of an allowed Administrative Expense Claim shall, in full and final
      satisfaction of such allowed Administrative Expense Claim, be paid either
      (i) in cash, in full on the later of (x) the Effective Date and (y) the
      date such claim becomes due and payable in the ordinary course of business
      or (ii) on such other terms and conditions as may be agreed between the
      holder of such claim, on the one hand, and Impart and the Noteholders, on
      the other hand.

               

              Administrative
      Expense Claims shall include all reasonable fees and expenses incurred by
      Participating Holders in formulating the Plan, Disclosure Statement and
      other required documents, and shall be allowed under Bankruptcy Code
      section 503(b)  (the “503(b) Claims”).  On the
      Effective Date, the 503(b) Claims shall be paid in full or cash, or at the
      election of the Participating Holders , released and waived in return
      for New Common Stock on the same valuation as Other Secured Debt,
      below (namely, 10% of New Common Stock for every $25,000 in claims). 
      The New Common Stock to be issued under this section shall be exempt from
      the registration requirements of the Securities Act pursuant to 11 U.S.C.
      § 1145.  In the event the foregoing is not approved by the
      Bankruptcy Court, such claims shall be paid in full in cash on the
      Effective Date.

               

              Professional
      fees of the Debtor shall be capped at $50,000 (inclusive of any
      pre-petition payments or retainers provided by the Company), and any
      excess unpaid fees shall be waived and released against Impart and not
      required to be paid in full in cash upon confirmation of Impart’s chapter
      11 case.

               

              All
      unpaid claims, including without and administrative or “gap claims” of
      officers or their affiliates including without limitation, Joseph
      Martinez, Laird Laabs, and Stephen Wilson shall be waived and released by
      such officers upon execution of the Restructuring Agreement by such
      parties.

            
	
              Priority
      Non-Tax Claims

               

              [$92,889.49]

               

               

            	
              Each
      holder of an allowed Priority Non-Tax Claim shall, in full and final
      satisfaction of such Priority Non-Tax Claim, be paid in full in cash on
      the Effective Date.  These claims shall be paid from the sale
      proceeds of the Seattle Business to Novus or such higher or better
      bidder.

               

              The
      “gap claims” arising from and after the filing of the involuntary petition
      set forth in Schedule 4.2(a) of the APA shall be assumed by
      Novus.

               

              All
      unpaid claims, including without limitation wage and expense claims of
      officers or their affiliates, including without limitation, Joseph
      Martinez, Laird Laabs, and Stephen Wilson shall be waived and released by
      such officers upon execution of the Restructuring Agreement by such
      parties.

            
	
              Priority
      Tax Claims

               

              [$68,500]

            	
              Each
      holder of an allowed Priority Tax Claim shall, in full and final
      satisfaction of such allowed Priority Tax Claim, be paid in full through
      deferred cash payments in an aggregate principal amount equal to the
      amount of the allowed claim plus interest on the unpaid portion at the
      rate of 5% per annum from the Effective Date through the date of payment
      thereof .   These claims shall be paid from the sale
      proceeds from the Seattle Business to Novus or such higher or better
      bidder.

            
	
              DIP
      Facility

               

              [if
      applicable, up to $50,000]

            	
              On
      the Effective Date, the DIP Lender shall purchase the Warrant (described
      above).  The New Common Stock to be issued under the
      Warrant shall be exempt from the registration requirements of the
      Securities Act pursuant to 11 U.S.C. § 1145; provided, however, that if
      the merger parties elect not to consummate the Merger, unless
      otherwise agreed in writing by the DIP Lender, the Debtor shall satisfy
      the DIP Lenders’ Claim by payment in full in cash to the extent any funds
      are made available from the sale of the Seattle Business.

               

            
	
              Other
      Secured Debt, including the Pre-petition Secured Loan from the
      Noteholders

               

              [$25,000]

            	
              Each
      allowed Other Secured Debt Claim shall be unimpaired.

               

              Each
      holder of an allowed Other Secured Debt Claim shall receive, in full and
      final satisfaction of such allowed Other Secured Debt Claim: (i) cash on
      the Effective Date equal to the allowed amount of such Other Secured Debt
      Claim; (ii) treatment that leaves unaltered the legal, equitable, and
      contractual rights to which such allowed Other Secured Debt Claim entitles
      the holder of such claim; (iii) reinstatement of the allowed portion of
      such Other Secured Debt Claim; or (iv) such other treatment as may be
      agreed upon with the holder of such allowed Other Secured Debt Claim on
      the one hand and Impart and the Noteholders on the other
hand.

               

              Alternatively,  the
      Noteholders may convert the pre-petition secured Loan into 10% of New
      Common Stock of the Reorganized Debtor, which shall be exempt from the
      registration requirements of the Securities Act pursuant to 11 U.S.C. §
      1145

               

              The
      Noteholders shall select the treatment from the four options set forth
      above.

            
	
              General
      Unsecured Claims

               

               

            	
              General
      Unsecured Claims shall be impaired.

               

              Each
      holder of an allowed General Unsecured Claim shall receive, in full and
      final satisfaction of such allowed General Unsecured Claim its pro-rata
      share available cash from the net sale proceeds of the sale of the Seattle
      Business assets  (excluding the public shell), after payment of
      Administrative Expense Claims , Priority Non-Tax Claims, Priority Tax
      Claims, DIP Facility Claims (if paid in cash), and Other Secured
      Claims.

               

            
	
              Noteholder
      Claims

            	
              Noteholder
      Claims shall be impaired.

               

              Each
      holder of an allowed Noteholder Claim shall receive, in full and final
      satisfaction of such allowed Noteholder Claim, its pro-rata share of 100%
      of the common stock of the Reorganized Debtor (“New Common Stock”) subject
      only to dilution any distribution of New Common Stock to (x) the
      Pre-Petition Loan, described above (y) holders Administrative Expense
      Claims, Priority Non-Tax Claims, Priority Tax Claims, DIP Facility Claims,
      and Other Secured Claims, in the event there is insufficient cash to pay
      such creditors in full or (z) any merger party.

               

              The
      Plan shall allow the Noteholder Claims in the amount of outstanding
      principal and accrued and unpaid interest as of the petition
      date  (plus any other amounts due under Notes and allowable
      under the Bankruptcy Code).

            
	
              Common
      and Preferred Equity in Impart  (the “Old Equity”)

            	
              All
      common and preferred equity interests of any kind in Impart, including any
      options, warrants, and other agreements to acquire the same (including any
      arising under or in connection with any purchase or employment agreement),
      shall be cancelled and extinguished and holders thereof shall neither
      retain nor receive any distribution of property or assets on account of
      their interests.

            
	
              Intercompany
      Claims

            	
              No
      distributions shall be made under the Plan on account of intercompany
      claims among and any and all liability on account of such intercompany
      claims shall be deemed discharged and subject to mutual releases between
      Impart, Impart Inc,  and E&M .  In the
      alternative, in the event E&M or its creditors or any third party on
      its behalf disputes such a waiver and release of intercompany claims,
      E&M’s  board of directors has unanimously determined that
      all of the assets and liabilities of Impart , Impart, Inc. and E&M
      shall be liquidated under the Bankruptcy Code and the cases of Impart,
      Impart Inc, and E&M shall be substantively consolidated for all
      purposes and the net recoveries distributed pro rata amongst all creditors
      of such entities.

               

              For
      the avoidance of any ambiguity, any and all intercompany claims of E&M
      as against Impart and Impart, Inc. at law or equity are being fully waived
      and released by E&M upon execution of the Restructuring Agreement, and
      no distributions shall be made to E&M or their estates or creditors
      under the Plan.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    28. GOVERNANCE
AND MISCELLANEOUS ISSUES.

     

    
      	
              Board
      of Directors

            	
              The
      initial Board of Directors of the Reorganized Debtor shall be determined
      by the Noteholders and designated by Impart with the consent of the
      Noteholders; provided releases shall be given by the Reorganized Debtor to
      the old Debtor's Board to the fullest extent approved by the
      Court.

            
	
              Management
      Team

            	
              The
      management team of reorganized debtor shall be selected by and report to
      the New Board.

            
	
              Conditions

            	
              The
      Restructuring contemplated by the Term Sheet is subject to the approval of
      Impart’s Board of Directors prior to the filing of the voluntary chapter
      11 cases.

               

              The
      Agreement set forth in the Term Sheet shall be null and void and of no
      further force and effect (i) if Impart does not commence a voluntary
      chapter 11 case by 6:00 p.m. (New York time) on May 7, 2008 and (ii) if
      Impart, Impart, Inc. and the Noteholders have not entered into an
      acceptable restructuring agreement by May 8, 2008.

            
	
              Revesting
      of Property

            	
              Except
      as expressly set forth herein, all property of Impart and its bankruptcy
      estate and any and all claims or causes of action of Impart and its
      bankruptcy estate shall be retained by Impart and shall revest in
      Reorganized Debtor upon the consummation of the Plan with full discharge
      and injunctive protection for the Reorganized Debtor.

            
	
              NOLs

            	
              The
      Debtor shall take all reasonable and appropriate steps to preserve “net
      operating losses” (NOLs) and to structure any transactions contemplated
      herein in a manner to preserve NOLs.

            
	
              Other
      Plan Terms and Conditions

            	
              TBD.

            
	
              Documentation

            	
              All
      documentation prepared in connection with this Term Sheet, the
      Restructuring and any documents, including motions, pleadings or orders
      prepared or filed in connection with the chapter 11 cases shall be in form
      and substance reasonably satisfactory to the Noteholders. Any plan of
      reorganization and related disclosure statement and related documentation
      shall be in form and substance reasonably satisfactory to the
      Noteholders.

            
	
              Releases

            	
              The
      Noteholders shall release any and all claims for breach of fiduciary duty
      or mismanagement against Impart’s Board of Directors and officers arising
      out of pre-petition conduct to the fullest extent possible and as approved
      by the Court.

               

              E&M
      shall provide Novus with a general release from liability in relation to
      the APA and the Management Agreement upon terms that are acceptable to
      Novus, in its sole discretion.