Unassociated Document


    
      

    

     

    Exhibit
      10.6

     

    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
      STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
      OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
      IN
      THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER
      SAID
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO IMPART MEDIA GROUP, INC. THAT SUCH REGISTRATION IS NOT
      REQUIRED.

     

    


    Right
      to
      Purchase 750,000 Shares of Common Stock of

    Impart
      Media Group, Inc.

    (subject
      to adjustment as provided herein)

     

    COMMON
      STOCK PURCHASE WARRANT

     

    
      	
              No.
                _________________

            	
              Issue
                Date: January 27, 2006

            


    

     

    IMPART
      MEDIA GROUP, INC, a corporation organized under the laws of the State of Nevada
      (the “Company”), hereby certifies that, for value received, LAURUS MASTER FUND,
      LTD., or its assigns or Transferees (as hereinafter defined) (the “Holder”), is
      entitled, subject to the terms set forth below, to purchase from the Company
      (as
      defined herein) from and after the Issue Date of this Warrant and at any time
      or
      from time to time before 5:00 p.m., New York time, through the close of business
      January 27, 2013 (the “Expiration Date”), up to 750,000 fully paid and
      nonassessable shares of Common Stock (as hereinafter defined), $0.001 par value
      per share, at the applicable Exercise Price (as defined below) per share. The
      number and character of such shares of Common Stock and the applicable Exercise
      Price are subject to adjustment as provided herein.

     

    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings: 

     

    (a)    The
      term
“Company” shall include Impart Media Group, Inc. and any person or entity which
      shall succeed, or assume the obligations of, Impart Media Group, Inc. hereunder.
      

     

    (b)    The
      term
“Common Stock” includes (i) the Company’s Common Stock, par value $0.001 per
      share; and (ii) any other securities into which or for which any of the
      securities described in the preceding clause (i) may be converted or exchanged
      pursuant to a plan of recapitalization, reorganization, merger, sale of assets
      or otherwise.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)    The
      term
“Other Securities” refers to any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      Holder of this Warrant at any time shall be entitled to receive, or shall have
      received, on the exercise of this Warrant, in lieu of or in addition to Common
      Stock, or which at any time shall be issuable or shall have been issued in
      exchange for or in replacement of Common Stock or Other Securities pursuant
      to
      Section 4 or otherwise. 

     

    (i)    The
      “Exercise Price” applicable under this Warrant shall be $0.01.

     

    
      	 	
              1.

            	
              Exercise
                of Warrant.
                

            


    

     

    1.1   Number
      of Shares Issuable upon Exercise.
      From
      and after the date hereof through and including the Expiration Date, the Holder
      shall be entitled to receive, upon exercise of this Warrant in whole or in
      part,
      by delivery of an original or fax copy of an exercise notice in the form
      attached hereto as Exhibit A (the “Exercise Notice”), 750,000 shares of
      Common Stock of the Company, subject to adjustment pursuant to Section
      4.

     

    1.2   Fair
      Market Value.
      For
      purposes hereof, the “Fair Market Value” of a share of Common Stock as of a
      particular date (the “Determination Date”) shall mean: 

     

    (a)    If
      the
      Company’s Common Stock is traded on the American Stock Exchange or another
      national exchange or is quoted on the National or Capital Market of The Nasdaq
      Stock Market, Inc. (“Nasdaq”), then the closing or last sale price,
      respectively, reported for the last business day immediately preceding the
      Determination Date.

     

    (b)    If
      the
      Company’s Common Stock is not traded on the American Stock Exchange or another
      national exchange or on the Nasdaq but is traded on the National Association
      of
      Securities Dealers Over The Counter Bulletin Board, then the mean of the average
      of the closing bid and asked prices reported for the last business day
      immediately preceding the Determination Date.

     

    (c)    Except
      as
      provided in clause (d) below, if the Company’s Common Stock is not publicly
      traded, then as the Holder and the Company agree or in the absence of agreement
      by arbitration in accordance with the rules then in effect of the American
      Arbitration Association, before a single arbitrator to be chosen from a panel
      of
      persons qualified by education and training to pass on the matter to be
      decided.

     

    (d)    If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company’s charter, then all amounts to be payable per share to Holders of the
      Common Stock pursuant to the charter in the event of such liquidation,
      dissolution or winding up, plus all other amounts to be payable per share in
      respect of the Common Stock in liquidation under the charter, assuming for
      the
      purposes of this clause (d) that all of the shares of Common Stock then issuable
      upon exercise of this Warrant are outstanding at the Determination
      Date.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.3   Company
      Acknowledgment.
      The
      Company will, at the time of the exercise of this Warrant, upon the request
      of
      the Holder hereof acknowledge in writing its continuing obligation to afford
      to
      such Holder any rights to which such Holder shall continue to be entitled after
      such exercise in accordance with the provisions of this Warrant. If the Holder
      shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to such Holder any such rights.
      

     

    1.4   Trustee
      for Warrant Holders.
      In the
      event that a bank or trust company shall have been appointed as trustee for
      the
      Holders of this Warrant pursuant to Subsection 3.2, such bank or trust company
      shall have all the powers and duties of a warrant agent (as hereinafter
      described) and shall accept, in its own name for the account of the Company
      or
      such successor person as may be entitled thereto, all amounts otherwise payable
      to the Company or such successor, as the case may be, on exercise of this
      Warrant pursuant to this Section 1.

     

    
      	 	
              2.

            	
              Procedure
                for Exercise.

            


    

     

    2.1   Delivery
      of Stock Certificates, Etc., on Exercise.
      The
      Company agrees that the shares of Common Stock purchased upon exercise of this
      Warrant shall be deemed to be issued to the Holder as the record owner of such
      shares as of the close of business on the date on which this Warrant shall
      have
      been surrendered and payment made for such shares in accordance herewith. As
      soon as practicable after the exercise of this Warrant in full or in part,
      and
      in any event within three (3) business days thereafter, the Company at its
      expense (including the payment by it of any applicable issue taxes) will cause
      to be issued in the name of and delivered to the Holder, or as such Holder
      (upon
      payment by such Holder of any applicable transfer taxes) may direct in
      compliance with applicable securities laws, a certificate or certificates for
      the number of duly and validly issued, fully paid and nonassessable shares
      of
      Common Stock (or Other Securities) to which such Holder shall be entitled on
      such exercise, plus, in lieu of any fractional share to which such Holder would
      otherwise be entitled, cash equal to such fraction multiplied by the then Fair
      Market Value of one full share, together with any other stock or other
      securities and property (including cash, where applicable) to which such Holder
      is entitled upon such exercise pursuant to Section 1 or otherwise.

     

    
      	 	
              2.2

            	
              Exercise.
                

            


    

     

    (a)    Payment
      may be made either (i) in cash or by certified or official bank check payable
      to
      the order of the Company equal to the applicable aggregate Exercise Price,
      (ii)
      by delivery of this Warrant, or shares of Common Stock and/or Common Stock
      receivable upon exercise of this Warrant in accordance with the formula set
      forth in subsection (b) below, or (iii) by a combination of any of the foregoing
      methods, for the number of Common Shares specified in such Exercise Notice
      (as
      such exercise number shall be adjusted to reflect any adjustment in the total
      number of shares of Common Stock issuable to the Holder per the terms of this
      Warrant) and the Holder shall thereupon be entitled to receive the number of
      duly authorized, validly issued, fully-paid and non-assessable shares of Common
      Stock (or Other Securities) determined as provided herein. 

     

    (b)    Notwithstanding
      any provisions herein to the contrary, if the Fair Market Value of one share
      of
      Common Stock is greater than the Exercise Price (at the date of calculation
      as
      set forth below), in lieu of exercising this Warrant for cash, the Holder may
      elect to receive shares equal to the value (as determined below) of this Warrant
      (or the portion thereof being exercised) by surrender of this Warrant at the
      principal office of the Company together with the properly endorsed Exercise
      Notice in which event the Company shall issue to the Holder a number of shares
      of Common Stock computed using the following formula:


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        	
                X=

              	
                Y(A-B)

              
	 	
                   
                  A

              
	 	 
	
                Where
                  X =

              	
                the
                  number of shares of Common Stock to be issued to the
                  Holder

              
	______________	 
	
                Y
                  =

              	
                the
                  number of shares of Common Stock purchasable under this Warrant
                  or, if
                  only a portion of this Warrant is being exercised, the portion
                  of this
                  Warrant being exercised (at the date of such
                  calculation)

              
	 	 
	
                A =

              	
                the
                  Fair Market Value of one share of the Company’s Common Stock (at the date
                  of such calculation)

              
	 	 
	
                B
                  =

              	
                the
                  Exercise Price (as adjusted to the date of such
                  calculation)

              


      

    

     

    
      	 	
              3.

            	
              Effect
                of Reorganization, Etc.; Adjustment of Exercise Price.

            


    

     

    3.1    Reorganization,
      Consolidation, Merger, Etc.
      In case
      at any time or from time to time, the Company shall (a) effect a reorganization,
      (b) consolidate with or merge into any other person, or (c) transfer all or
      substantially all of its properties or assets to any other person under any
      plan
      or arrangement contemplating the dissolution of the Company, then, in each
      such
      case, as a condition to the consummation of such a transaction, proper and
      adequate provision shall be made by the Company whereby the Holder of this
      Warrant, on the exercise hereof as provided in Section 1 at any time after
      the
      consummation of such reorganization, consolidation or merger or the effective
      date of such dissolution, as the case may be, shall receive, in lieu of the
      Common Stock (or Other Securities) issuable on such exercise prior to such
      consummation or such effective date, the stock and other securities and property
      (including cash) to which such Holder would have been entitled upon such
      consummation or in connection with such dissolution, as the case may be, if
      such
      Holder had so exercised this Warrant, immediately prior thereto, all subject
      to
      further adjustment thereafter as provided in Section 4.

     

    3.2    Dissolution.
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, concurrently with
      any distributions made to Holders of its Common Stock, shall at its expense
      deliver or cause to be delivered to the Holder the stock and other securities
      and property (including cash, where applicable) receivable by the Holder
      pursuant to Section 3.1, or, if the Holder shall so instruct the Company, to
      a
      bank or trust company specified by the Holder and having its principal office
      in
      New York, NY as trustee for the Holder.

     

    3.3    Continuation
      of Terms.
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 3, this Warrant shall
      continue in full force and effect and the Holders hereof shall be applicable
      to
      the shares of stock and other securities and property receivable on the exercise
      of this Warrant after the consummation of such reorganization, consolidation
      or
      merger or the effective date of dissolution following any such transfer, as
      the
      case may be, and shall be binding upon the issuer of any such stock or other
      securities, including, in the case of any such transfer, the person acquiring
      all or substantially all of the properties or assets of the Company, whether
      or
      not such person shall have expressly assumed the terms of this Warrant as
      provided in Section 4. In the event this Warrant does not continue in full
      force
      and effect after the consummation of the transactions described in this Section
      3, then the Company’s securities and property (including cash, where applicable)
      receivable by the Holder will be delivered to the Holder or the Trustee as
      contemplated by Section 3.2.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    4.    Extraordinary
      Events Regarding Common Stock.
      In the
      event that the Company shall (a) issue additional shares of the Common Stock
      as
      a dividend or other distribution on outstanding Common Stock or any preferred
      stock issued by the Company, (b) subdivide its outstanding shares of Common
      Stock, (c) combine its outstanding shares of the Common Stock into a smaller
      number of shares of the Common Stock, then, in each such event, the Exercise
      Price shall, simultaneously with the happening of such event, be adjusted by
      multiplying the then Exercise Price by a fraction, the numerator of which shall
      be the number of shares of Common Stock outstanding immediately prior to such
      event and the denominator of which shall be the number of shares of Common
      Stock
      outstanding immediately after such event, and the product so obtained shall
      thereafter be the Exercise Price then in effect. The Exercise Price, as so
      adjusted, shall be readjusted in the same manner upon the happening of any
      successive event or events described herein in this Section 4. The number of
      shares of Common Stock that the Holder shall thereafter, on the exercise hereof
      as provided in Section 1, be entitled to receive shall be adjusted to a number
      determined by multiplying the number of shares of Common Stock that would
      otherwise (but for the provisions of this Section 4) be issuable on such
      exercise by a fraction of which (a) the numerator is the Exercise Price that
      would otherwise (but for the provisions of this Section 4) be in effect, and
      (b)
      the denominator is the Exercise Price in effect on the date of such exercise
      (taking into account the provisions of this Section 4).

     

    5.    Volume
      Limitation. In consideration of the foregoing, and for other good and
      valuable consideration receipt of which is hereby acknowledged, assuming no
      Event of Default shall exist (as defined in any of the Agreements), Holder
      hereby agrees that without the prior written consent of the Company, it will
      not
      sell any shares of Common Stock for which it has exercised this Warrant in
      a
      number that, together with any sales by any affiliate of the Holder, would
      exceed twenty-five percent (25%) of the aggregate dollar trading volume of
      the
      Common Stock of the Company for the twenty two (22) day trading period
      immediately preceding such proposed sale. Such restriction shall not in any
      way
      affect a Holder's right to exercise all or any portion of this Warrant to
      purchase Common Stock issued by the Company and/or any subsidiary thereof or
      to
      exercise or convert any of its other options, warrants or convertible notes
      issued by the Company and/or any subsidiary thereof.

     

    6.    Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the shares of Common Stock (or Other
      Securities) issuable on the exercise of this Warrant, the Company at its expense
      will promptly cause its Chief Financial Officer or other appropriate designee
      to
      compute such adjustment or readjustment in accordance with the terms of this
      Warrant and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (a) the consideration received or receivable
      by
      the Company for any additional shares of Common Stock (or Other Securities)
      issued or sold or deemed to have been issued or sold, (b) the number of shares
      of Common Stock (or Other Securities) outstanding or deemed to be outstanding,
      and (c) the Exercise Price and the number of shares of Common Stock to be
      received upon exercise of this Warrant, in effect immediately prior to such
      adjustment or readjustment and as adjusted or readjusted as provided in this
      Warrant. The Company will forthwith mail a copy of each such certificate to
      the
      Holder and any Warrant agent of the Company (appointed pursuant to Section
      11
      hereof).


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    7.    Reservation
      of Stock, Etc., Issuable on Exercise of Warrant.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery on the exercise of this Warrant, shares of Common Stock (or Other
      Securities) from time to time issuable on the exercise of this
      Warrant.

     

    8.    Assignment;
      Exchange of Warrant.
      Subject
      to compliance with applicable securities laws, this Warrant, and the rights
      evidenced hereby, may be transferred by any registered Holder hereof (a
“Transferor”) in whole or in part. On the surrender for exchange of this
      Warrant, with the Transferor’s endorsement in the form of Exhibit B attached
      hereto (the “Transferor Endorsement Form”) and together with evidence reasonably
      satisfactory to the Company demonstrating compliance with applicable securities
      laws, which shall include, without limitation, if requested by the Company,
      the
      provision of a legal opinion from the Transferor’s counsel (at the Transferor’s
      expense) that such transfer is exempt from the registration requirements of
      applicable securities laws, the Company at its expense (but with payment by
      the
      Transferor of any applicable transfer taxes) will issue and deliver to or on
      the
      order of the Transferor thereof a new Warrant of like tenor, in the name of
      the
      Transferor and/or the transferee(s) specified in such Transferor Endorsement
      Form (each a “Transferee”), calling in the aggregate on the face or faces
      thereof for the number of shares of Common Stock called for on the face or
      faces
      of the Warrant so surrendered by the Transferor.

     

    9.    Replacement
      of Warrant.
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction of this Warrant, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Warrant,
      the
      Company at its expense will execute and deliver, in lieu thereof, a new Warrant
      of like tenor.

     

    10.   Registration
      Rights.
      The
      Holder has been granted certain registration rights by the Company. These
      registration rights are set forth in a Registration Rights Agreement entered
      into by the Company and the initial Holder of this Warrant dated as of the
      date
      hereof, as the same may be amended, modified and/or supplemented from time
      to
      time.

     

    11.   Maximum
      Exercise.
      Notwithstanding anything contained herein to the contrary, the Holder shall
      not
      be entitled to exercise this Warrant in connection with that number of shares
      of
      Common Stock which would exceed the difference between (i) 4.99% of the issued
      and outstanding shares of Common Stock and (ii) the number of shares of Common
      Stock beneficially owned by the Holder. For purposes of the immediately
      preceding sentence, beneficial ownership shall be determined in accordance
      with
      Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
      13d-3 thereunder. The limitation described in the first sentence of this Section
      10 shall automatically become null and void following notice to the Company
      upon
      the occurrence and during the continuance of an Event of Default (as defined
      in
      the Security Agreement dated as of the date hereof among the initial Holder
      of
      this Warrant, the Company and various subsidiaries of the Company (as amended,
      modified, restated and/or supplemented from time to time, the “Security
      Agreement”)), or upon 75 days prior notice from the Holder to the
      Company.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    12.   Warrant
      Agent.
      The
      Company may, by written notice to the Holder of this Warrant, appoint an agent
      for the purpose of issuing Common Stock (or Other Securities) on the exercise
      of
      this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section
      7, and replacing this Warrant pursuant to Section 8, or any of the foregoing,
      and thereafter any such issuance, exchange or replacement, as the case may
      be,
      shall be made at such office by such agent.

     

    13.   Transfer
      on the Company’s Books.
      Until
      this Warrant is transferred on the books of the Company, the Company may treat
      the registered Holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary.

     

    14.   Notices,
      Etc.
      All
      notices and other communications from the Company to the Holder shall be mailed
      by first class registered or certified mail, postage prepaid, at such address
      as
      may have been furnished to the Company in writing by such Holder or, until
      any
      such Holder furnishes to the Company an address, then to, and at the address
      of,
      the last Holder who has so furnished an address to the Company.

     

    15.   Miscellaneous.
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought. THIS WARRANT SHALL
      BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION BROUGHT
      CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY
      IN STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF
      NEW
      YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS PROVISION
      AND
      BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. The individuals executing this
      Warrant on behalf of the Company agree to submit to the jurisdiction of such
      courts and waive trial by jury. The prevailing party shall be entitled to
      recover from the other party its reasonable attorneys’ fees and costs. In the
      event that any provision of this Warrant is invalid or unenforceable under
      any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any such provision which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision of this Warrant. The headings in this
      Warrant are for purposes of reference only, and shall not limit or otherwise
      affect any of the terms hereof. The invalidity or unenforceability of any
      provision hereof shall in no way affect the validity or enforceability of any
      other provision hereof. The Company acknowledges that legal counsel participated
      in the preparation of this Warrant and, therefore, stipulates that the rule
      of
      construction that ambiguities are to be resolved against the drafting party
      shall not be applied in the interpretation of this Warrant to favor any party
      against the other party.

     

    [BALANCE
      OF PAGE INTENTIONALLY LEFT BLANK;

    SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above. 

     

    


    
      	 	 	
              IMPART
                MEDIA GROUP, INC.

            
	
              WITNESS:

            	 	 	 
	 	 	
              By:

            	
              /s/Joseph
                Martinez

            
	 	 	
              Name:

            	
              Joseph
                Martinez

            
	 	 	
              Title:

            	
              Chief
                Financial Officer

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    FORM
      OF SUBSCRIPTION

    (To
      Be
      Signed Only On Exercise Of Warrant)

    
      	 	
              TO:IMPART
                MEDIA GROUP, INC.

            
	 	
              1300
                N. Northlake Way

            
	 	
              Seattle,
                WA 98103

            


    

    


     

    Attention: Chief
      Financial Officer

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____), hereby irrevocably elects to purchase (check applicable
      box):

     

    
      	
               

            	 	
              ________
                shares of the common stock covered by such warrant; or 

            
	 	 	 
	
               

            	 	
              the
                maximum number of shares of common stock covered by such warrant
                pursuant
                to the cashless exercise procedure set forth in Section
                2.

            
	 
	
              The
                undersigned herewith makes payment of the full Exercise Price for
                such
                shares at the price per share provided for in such Warrant, which
                is
                $___________. Such payment takes the form of (check applicable box
                or
                boxes):

            
	 	 	 
	
               

            	 	
              $__________
                in lawful money of the United States; and/or

            
	
               

               

            	 	 
	
               

            	 	
              the
                cancellation of such portion of the attached Warrant as is exercisable
                for
                a total of _______ shares of Common Stock (using a Fair Market Value
                of
                $_______ per share for purposes of this calculation);
                and/or

            
	 	 	 
	
               

            	 	
              the
                cancellation of such number of shares of Common Stock as is necessary,
                in
                accordance with the formula set forth in Section 2.2, to exercise
                this
                Warrant with respect to the maximum number of shares of Common Stock
                purchasable pursuant to the cashless exercise procedure set forth
                in
                Section 2.

            


    

     

    The
      undersigned requests that the certificates for such shares be issued in the
      name
      of, and delivered to _____________________ whose address is
      _________________________________.

     

    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock under the Securities Act of 1933,
      as amended (the “Securities Act”) or pursuant to an exemption from registration
      under the Securities Act.

     

    
      	
              Dated:

            	 	 	 
	 	 	 	
              (Signature
                must conform to name of Holder as specified on the face of the
                Warrant)

            
	 	 	 	
              Address:

            	 
	 	 	 	
            	 


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    FORM
      OF TRANSFEROR ENDORSEMENT

    (To
      Be
      Signed Only On Transfer Of Warrant)

     

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of Impart Media Group, Inc. into which the within Warrant relates
      specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
      person Attorney to transfer its respective right on the books of Impart Media
      Group, Inc with full power of substitution in the premises.

     

    


    
      	
              Transferees

            	
              Address

            	
              Percentage

              Transferred

            	
              Number
                

              Transferred

            


    

    


    


    


    


     

     

    
      	
              Dated:

            	 	 	 
	 	 	 	
              (Signature
                must conform to name of Holder as specified on the face of the
                Warrant)

            
	 	 	 	
              Address:

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              SIGNED
                IN THE PRESENCE OF:

            
	 	 	 	 	 
	 	 	 	 
	 	 	 	
              (Name)

            
	
              ACCEPTED
                AND AGREED:

            	 	 	 
	
              [TRANSFEREE]

            	 	 	 
	 	 	 	 	 
	 	 	 
	
              (Name)

            	 	 


    

     

     

    10