Exhibit 10.5


    
      

    

     

    Exhibit
      10.5

     

    


     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”) is made and entered into as of
      January 27, 2006, by and between IMPART MEDIA GROUP, INC., a Nevada corporation
      (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”). 

     

    This
      Agreement is made pursuant to the Security Agreement, dated as of the date
      hereof, by and among the Purchaser, the Company and various subsidiaries of
      the
      Company (as amended, modified or supplemented from time to time, the “Security
      Agreement”), and pursuant to the Warrants referred to therein.

     

    The
      Company and the Purchaser hereby agree as follows: 

     

    1.    
Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Security Agreement shall have the meanings given such terms in the Security
      Agreement. As used in this Agreement, the following terms shall have the
      following meanings: 

     

    “Commission”
      means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
      means
      shares of the Company’s common stock, par value $0.01 per share. 

     

    “Effectiveness
      Date”
      means,
      (i) with respect to the Registration Statement required to be filed in
      connection with the Warrants issued on the date hereof, a date no later than
      one
      hundred eighty (180) days following such date and (ii) with respect to each
      additional Registration Statement required to be filed hereunder (if any),
      a
      date no later than thirty (30) days following the applicable Filing
      Date.

     

    “Effectiveness
      Period”
      has the
      meaning set forth in Section 2(a). 

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended, and any successor
      statute.

     

    “Filing
      Date”
      means,
      with respect to (1) the Registration Statement required to be filed in
      connection with the shares of Common Stock issuable to the Holder upon exercise
      of a Warrant, April 15, 2006, and (2) the Registration Statement required to
      be
      filed in connection with the shares of Common Stock issuable to the Holder
      as a
      result of adjustments to the Exercise Price made pursuant to Section 4 of the
      Warrant or otherwise, thirty (30) days after the occurrence of such event or
      the
      date of the adjustment of the Exercise Price.

     

    “Holder”
      or
“Holders”
      means
      the Purchaser or any of its affiliates or transferees to the extent any of
      them
      hold Registrable Securities, other than those purchasing Registrable Securities
      in a market transaction.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Indemnified
      Party”
      has the
      meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
      has the
      meaning set forth in Section 5(c).

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened. 

     

    “Prospectus”
      means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by such Registration Statement,
      and all other amendments and supplements to the Prospectus, including
      post-effective amendments, and all material incorporated by reference or deemed
      to be incorporated by reference in such Prospectus. 

     

    “Registrable
      Securities”
      means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    “Registration
      Statement”
      means
      each registration statement required to be filed hereunder, including the
      Prospectus therein, amendments and supplements to such registration statement
      or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto,
      and all material incorporated by reference or deemed to be incorporated by
      reference in such registration statement. 

     

    “Rule
      144”
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      415”
      means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended, and any successor statute.

     

    “Security
      Agreement”
      has the
      meaning given to such term in the Preamble hereto.

     

    “Trading
      Market”
      means
      any of the National Association of Securities Dealers Over The Counter Bulletin
      Board, NASDAQ Capital Market, the NASDAQ National Market, the American Stock
      Exchange or the New York Stock Exchange 

     

    “Warrants”
      means
      the Common Stock purchase warrants issued in connection with the Security
      Agreement, whether on the date thereof or thereafter.


    
      
        
        

      

      
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              2.

            	
              Registration.

            


    

     

    (a)    On
      or
      prior to each Filing Date, the Company shall prepare and file with the
      Commission a Registration Statement covering the Registrable Securities for
      a
      selling stockholder resale offering to be made on a continuous basis pursuant
      to
      Rule 415. Each Registration Statement shall be on Form SB-2 or Form S-3 (except
      if the Company is not then eligible to register for resale the Registrable
      Securities on such forms, in which case such registration shall be on another
      appropriate form in accordance herewith). The Company shall cause each
      Registration Statement to become effective and remain effective as provided
      herein. The Company shall use its best efforts to cause each Registration
      Statement to be declared effective under the Securities Act as promptly as
      possible after the filing thereof, but in any event no later than the
      Effectiveness Date. The Company shall use its reasonable commercial efforts
      to
      keep each Registration Statement continuously effective under the Securities
      Act
      until the date which is the earlier date of when (i) all Registrable Securities
      covered by such Registration Statement have been sold or (ii) all Registrable
      Securities covered by such Registration Statement may be sold immediately
      without registration under the Securities Act and without volume restrictions
      pursuant to Rule 144(k), as determined by the counsel to the Company pursuant
      to
      a written opinion letter to such effect, addressed and acceptable to the
      Company’s transfer agent and the affected Holders (each, an “Effectiveness
      Period”).

     

    (b)    Within
      three business days of the Effectiveness Date, the Company shall cause its
      counsel to issue a blanket opinion substantially in the form attached hereto
      as
      Exhibit A, which opinion shall be satisfactory to Laurus in its sole discretion,
      to the transfer agent stating that the shares are subject to an effective
      registration statement and can be reissued free of restrictive legend upon
      notice of a sale by the Purchaser and confirmation by the Purchaser that it
      has
      complied with the prospectus delivery requirements, provided that the Company
      or
      such counsel has not advised the transfer agent orally or in writing that the
      opinion has been withdrawn. Copies of the blanket opinion required by this
      Section 2(b) shall be delivered to the Purchaser within the time frame set
      forth
      above. 

     

    3.    Registration
      Procedures.
      If and
      whenever the Company is required by the provisions hereof to effect the
      registration of any Registrable Securities under the Securities Act, the Company
      will, as expeditiously as possible: 

     

    (a)    prepare
      and file with the Commission a Registration Statement with respect to such
      Registrable Securities, respond as promptly as possible to any comments received
      from the Commission, and use its best efforts to cause such Registration
      Statement to become and remain effective for the Effectiveness Period with
      respect thereto, and promptly provide to the Purchaser copies of all filings
      and
      Commission letters of comment relating thereto;

     

    (b)    prepare
      and file with the Commission such amendments and supplements to such
      Registration Statement and the Prospectus used in connection therewith as may
      be
      necessary to comply with the provisions of the Securities Act with respect
      to
      the disposition of all Registrable Securities covered by such Registration
      Statement and to keep such Registration Statement effective until the expiration
      of the Effectiveness Period applicable to such Registration
      Statement;


    
      
        
        

      

      
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    (c)    furnish
      to the Purchaser such number of copies of the Registration Statement and the
      Prospectus included therein (including each preliminary Prospectus) as the
      Purchaser reasonably may request to facilitate the public sale or disposition
      of
      the Registrable Securities covered by such Registration Statement;

     

    (d)    use
      its
      bestefforts to register or qualify the Purchaser’s Registrable Securities
      covered by such Registration Statement under the securities or “blue sky” laws
      of such jurisdictions within the United States as the Purchaser may reasonably
      request, provided, however, that the Company shall not for any such purpose
      be
      required to qualify generally to transact business as a foreign corporation
      in
      any jurisdiction where it is not so qualified or to consent to general service
      of process in any such jurisdiction;

     

    (e)    list
      the
      Registrable Securities covered by such Registration Statement with any
      securities exchange on which the Common Stock of the Company is then listed;
      

     

    (f)    immediately
      notify the Purchaser at any time when a Prospectus relating thereto is required
      to be delivered under the Securities Act, of the happening of any event of
      which
      the Company has knowledge as a result of which the Prospectus contained in
      such
      Registration Statement, as then in effect, includes an untrue statement of
      a
      material fact or omits to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing; and

     

    (g)    make
      available for inspection by the Purchaser and any attorney, accountant or other
      agent retained by the Purchaser, all publicly available, non-confidential
      financial and other records, pertinent corporate documents and properties of
      the
      Company, and cause the Company’s officers, directors and employees to supply all
      publicly available, non-confidential information reasonably requested by the
      attorney, accountant or agent of the Purchaser.

     

    4.    Registration
      Expenses.
      All
      expenses relating to the Company’s compliance with Sections 2 and 3 hereof,
      including, without limitation, all registration and filing fees, printing
      expenses, fees and disbursements of counsel and independent public accountants
      for the Company, fees and expenses (including reasonable counsel fees) incurred
      in connection with complying with state securities or “blue sky” laws, fees of
      the NASD, transfer taxes, fees of transfer agents and registrars, fees of,
      and
      disbursements incurred by, one counsel for the Holders are called “Registration
      Expenses”. All selling commissions applicable to the sale of Registrable
      Securities, including any fees and disbursements of any special counsel to
      the
      Holders beyond those included in Registration Expenses, are called “Selling
      Expenses.” The Company shall only be responsible for all Registration
      Expenses.

     

    
      	 	
              5.

            	
              Indemnification.

            


    

     

    (a)    In
      the
      event of a registration of any Registrable Securities under the Securities
      Act
      pursuant to this Agreement, the Company will indemnify and hold harmless each
      Holder, and its officers, directors and each other person, if any, who controls
      such Holder within the meaning of the Securities Act, against any losses,
      claims, damages or liabilities, joint or several, to which such Holder, or
      such
      persons may become subject under the Securities Act or otherwise, insofar as
      such losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon any untrue statement or alleged untrue statement
      of any material fact contained in any Registration Statement under which such
      Registrable Securities were registered under the Securities Act pursuant to
      this
      Agreement, any preliminary Prospectus or final Prospectus contained therein,
      or
      any amendment or supplement thereof, or arise out of or are based upon the
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein not misleading,
      and
      will reimburse such Holder, and each such person for any reasonable legal or
      other expenses incurred by them in connection with investigating or defending
      any such loss, claim, damage, liability or action; provided,
      however,
      that
      the Company will not be liable in any such case if and to the extent that any
      such loss, claim, damage or liability arises out of Purchaser’s failure to
      comply with the prospectus delivery requirements under the Securities Act or
      is
      based upon an untrue statement or alleged untrue statement or omission or
      alleged omission so made in conformity with information furnished by or on
      behalf of the Purchaser or any such person in writing specifically for use
      in
      any such document.


    
      
        
        

      

      
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    (b)    In
      the
      event of a registration of the Registrable Securities under the Securities
      Act
      pursuant to this Agreement, the Purchaser will indemnify and hold harmless
      the
      Company, and its officers, directors and each other person, if any, who controls
      the Company within the meaning of the Securities Act, against all losses,
      claims, damages or liabilities, joint or several, to which the Company or such
      persons may become subject under the Securities Act or otherwise, insofar as
      such losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon any untrue statement or alleged untrue statement
      of any material fact which was furnished in writing by the Purchaser to the
      Company expressly for use in (and such information is contained in) the
      Registration Statement under which such Registrable Securities were registered
      under the Securities Act pursuant to this Agreement, any preliminary Prospectus
      or final Prospectus contained therein, or any amendment or supplement thereof,
      or arise out of or are based upon the omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, and will reimburse the Company and each
      such
      person for any reasonable legal or other expenses incurred by them in connection
      with investigating or defending any such loss, claim, damage, liability or
      action, provided,
      however,
      that
      the Purchaser will be liable in any such case if and only to the extent that
      any
      such loss, claim, damage or liability arises out of or is based upon an untrue
      statement or alleged untrue statement or omission or alleged omission so made
      in
      conformity with information furnished in writing to the Company by or on behalf
      of the Purchaser specifically for use in any such document. Notwithstanding
      the
      provisions of this paragraph, the Purchaser shall not be required to indemnify
      any person or entity in excess of the amount of the aggregate net proceeds
      received by the Purchaser in respect of Registrable Securities in connection
      with any such registration under the Securities Act.

     

    (c)    Promptly
      after receipt by a party entitled to claim indemnification hereunder (an
“Indemnified Party”) of notice of the commencement of any action, such
      Indemnified Party shall, if a claim for indemnification in respect thereof
      is to
      be made against a party hereto obligated to indemnify such Indemnified Party
      (an
“Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the
      omission so to notify the Indemnifying Party shall not relieve it from any
      liability which it may have to such Indemnified Party other than under this
      Section 5(c) and shall only relieve it from any liability which it may have
      to
      such Indemnified Party under this Section 5(c) if and to the extent the
      Indemnifying Party is prejudiced by such omission. In case any such action
      shall
      be brought against any Indemnified Party and it shall notify the Indemnifying
      Party of the commencement thereof, the Indemnifying Party shall be entitled
      to
      participate in and, to the extent it shall wish, to assume and undertake the
      defense thereof with counsel satisfactory to such Indemnified Party, and, after
      notice from the Indemnifying Party to such Indemnified Party of its election
      so
      to assume and undertake the defense thereof, the Indemnifying Party shall not
      be
      liable to such Indemnified Party under this Section 5(c) for any legal expenses
      subsequently incurred by such Indemnified Party in connection with the defense
      thereof; if the Indemnified Party retains its own counsel, then the Indemnified
      Party shall pay all fees, costs and expenses of such counsel, provided,
      however,
      that,
      if the defendants in any such action include both the Indemnified Party and
      the
      Indemnifying Party and the Indemnified Party shall have reasonably concluded
      that there may be reasonable defenses available to it which are different from
      or additional to those available to the Indemnifying Party or if the interests
      of the Indemnified Party reasonably may be deemed to conflict with the interests
      of the Indemnifying Party, the Indemnified Party shall have the right to select
      one separate counsel and to assume such legal defenses and otherwise to
      participate in the defense of such action, with the reasonable expenses and
      fees
      of such separate counsel and other expenses related to such participation to
      be
      reimbursed by the Indemnifying Party as incurred.


    
      
        
        

      

      
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    (d)    In
      order
      to provide for just and equitable contribution in the event of joint liability
      under the Securities Act in any case in which either (i) the Purchaser, or
      any
      officer, director or controlling person of the Purchaser, makes a claim for
      indemnification pursuant to this Section 5 but it is judicially determined
      (by
      the entry of a final judgment or decree by a court of competent jurisdiction
      and
      the expiration of time to appeal or the denial of the last right of appeal)
      that
      such indemnification may not be enforced in such case notwithstanding the fact
      that this Section 5 provides for indemnification in such case, or (ii)
      contribution under the Securities Act may be required on the part of the
      Purchaser or such officer, director or controlling person of the Purchaser
      in
      circumstances for which indemnification is provided under this Section 5; then,
      and in each such case, the Company and the Purchaser will contribute to the
      aggregate losses, claims, damages or liabilities to which they may be subject
      (after contribution from others) in such proportion so that the Purchaser is
      responsible only for the portion represented by the percentage that the public
      offering price of its securities offered by the Registration Statement bears
      to
      the public offering price of all securities offered by such Registration
      Statement, provided,
      however,
      that,
      in any such case, (A) the Purchaser will not be required to contribute any
      amount in excess of the public offering price of all such securities offered
      by
      it pursuant to such Registration Statement; and (B) no person or entity guilty
      of fraudulent misrepresentation (within the meaning of Section 10(f) of the
      Act)
      will be entitled to contribution from any person or entity who was not guilty
      of
      such fraudulent misrepresentation.

     

    
      	 	
              6.

            	
              Representations
                and Warranties.

            


    

     

    (a)    The
      Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
      Act and, except with respect to certain matters which the Company has disclosed
      to the Purchaser on Schedule
      12(u)
      to the
      Security Agreement, the Company has timely filed all proxy statements, reports,
      schedules, forms, statements and other documents required to be filed by it
      under the Exchange Act. The Company has filed (i) its Annual Report on Form
      10-KSB for the fiscal year ended December 31, 2004 and (ii) its Quarterly Report
      on Form 10-QSB for the fiscal quarters ended March 31, 2005, June 30, 2005
      and
      September 30, 2005 (collectively, the “SEC Reports”). Each SEC Report was, at
      the time of its filing, in substantial compliance with the requirements of
      its
      respective form and none of the SEC Reports, nor the financial statements (and
      the notes thereto) included in the SEC Reports, as of their respective filing
      dates, contained any untrue statement of a material fact or omitted to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading. The financial statements of the Company included in the SEC Reports
      comply as to form in all material respects with applicable accounting
      requirements and the published rules and regulations of the Commission or other
      applicable rules and regulations with respect thereto. Such financial statements
      have been prepared in accordance with generally accepted accounting principles
      (“GAAP”) applied on a consistent basis during the periods involved (except (i)
      as may be otherwise indicated in such financial statements or the notes thereto
      or (ii) in the case of unaudited interim statements, to the extent they may
      not
      include footnotes or may be condensed) and fairly present in all material
      respects the financial condition, the results of operations and the cash flows
      of the Company and its subsidiaries, on a consolidated basis, as of, and for,
      the periods presented in each such SEC Report.


    
      
        
        

      

      
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    (b)    The
      Common Stock is quoted for trading on the NASDAQ Over The Counter Bulletin
      Board
      and satisfies all requirements for the continuation of such quotation, and
      the
      Company shall do all things necessary for the continuation of such quotation.
      The Company has not received any notice that its Common Stock will no longer
      be
      quoted on the NASDAQ Over The Counter Bulletin Board (except for prior notices
      which have been fully remedied) or that the Common Stock does not meet all
      requirements for the continuation of such listing

     

    (c)    Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales of any security
      or
      solicited any offers to buy any under circumstances that would cause the
      offering of the Securities pursuant to the Security Agreement to be integrated
      with prior offerings by the Company for purposes of the Securities Act which
      would prevent the Company from selling the Common Stock pursuant to Rule 506
      under the Securities Act, or any applicable exchange-related stockholder
      approval provisions, nor will the Company or any of its affiliates or
      subsidiaries take any action or steps that would cause the offering of the
      Common Stock to be integrated with other offerings (other than such concurrent
      offering to the Purchaser).

     

    (d)    The
      Warrants and the shares of Common Stock that the Purchaser may acquire pursuant
      to the Warrants are all restricted securities under the Securities Act as of
      the
      date of this Agreement. The Company will not issue any stop transfer order
      or
      other order impeding the sale and delivery of any of the Registrable Securities
      at such time as such Registrable Securities are registered for public sale
      or an
      exemption from registration is available, except as required by federal or
      state
      securities laws.

     

    (e)    The
      Company understands the nature of the Registrable Securities issuable upon
      the
      exercise of each Warrant and recognizes that the issuance of such Registrable
      Securities may have a potential dilutive effect. The Company specifically
      acknowledges that its obligation to issue the Registrable Securities is binding
      upon the Company and enforceable regardless of the dilution such issuance may
      have on the ownership interests of other shareholders of the
      Company.


    
      
        
        

      

      
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    (f)    Except
      for agreements made in the ordinary course of business, there is no agreement
      that has not been filed with the Commission as an exhibit to a registration
      statement or to a form required to be filed by the Company under the Exchange
      Act, the breach of which could reasonably be expected to have a material and
      adverse effect on the Company and its subsidiaries, or would prohibit or
      otherwise interfere with the ability of the Company to enter into and perform
      any of its obligations under this Agreement in any material
      respect.

     

    (g)    The
      Company will at all times have authorized and reserved a sufficient number
      of
      shares of Common Stock for the full exercise of the Warrants.

     

    
      	 	
              7.

            	
              Miscellaneous.

            


    

     

    (a)    Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their respective
      obligations under this Agreement, each Holder or the Company, as the case may
      be, in addition to being entitled to exercise all rights granted by law and
      under this Agreement, including recovery of damages, will be entitled to
      specific performance of its rights under this Agreement.

     

    (b)    No
      Piggyback on Registrations.
      Except
      as and to the extent set forth on Schedule 7(b) hereto, neither the Company
      nor
      any of its security holders (other than the Holders in such capacity pursuant
      hereto) may include securities of the Company in any Registration Statement
      other than the Registrable Securities, and the Company shall not after the
      date
      hereof enter into any agreement providing any such right for inclusion of shares
      in the Registration Statement to any of its security holders. Except as and
      to
      the extent specified in Schedule
      7(b)
      hereto,
      the Company has not previously entered into any agreement granting any
      registration rights with respect to any of its securities to any Person that
      have not been fully satisfied. 

     

    (c)    Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to any Registration Statement. 

     

    (d)    Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of a Discontinuation
      Event (as defined below), such Holder will forthwith discontinue disposition
      of
      such Registrable Securities under the applicable Registration Statement until
      such Holder’s receipt of the copies of the supplemented Prospectus and/or
      amended Registration Statement or until it is advised in writing (the “Advice”)
      by the Company that the use of the applicable Prospectus may be resumed, and,
      in
      either case, has received copies of any additional or supplemental filings
      that
      are incorporated or deemed to be incorporated by reference in such Prospectus
      or
      Registration Statement. The Company may provide appropriate stop orders to
      enforce the provisions of this paragraph. For purposes of this Agreement, a
      “Discontinuation Event” shall mean (i) when the Commission notifies the Company
      whether there will be a “review” of such Registration Statement and whenever the
      Commission comments in writing on such Registration Statement (the Company
      shall
      provide true and complete copies thereof and all written responses thereto
      to
      each of the Holders); (ii) any request by the Commission or any other Federal
      or
      state governmental authority for amendments or supplements to such Registration
      Statement or Prospectus or for additional information; (iii) the issuance by
      the
      Commission of any stop order suspending the effectiveness of such Registration
      Statement covering any or all of the Registrable Securities or the initiation
      of
      any Proceedings for that purpose; (iv) the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and/or (v) the occurrence of any event or passage of time that makes
      the financial statements included in such Registration Statement ineligible
      for
      inclusion therein or any statement made in such Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      such
      Registration Statement, Prospectus or other documents so that, in the case
      of
      such Registration Statement or Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading.


    
      
        
        

      

      
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    (e)    Piggy-Back
      Registrations.
      If at
      any time during any Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities required to be covered
      during such Effectiveness Period and the Company shall determine to prepare
      and
      file with the Commission a registration statement relating to an offering for
      its own account or the account of others under the Securities Act of any of
      its
      equity securities, other than on Form S-4 or Form S-8 (each as promulgated
      under the Securities Act) or their then equivalents relating to equity
      securities to be issued solely in connection with any acquisition of any entity
      or business or equity securities issuable in connection with stock option or
      other employee benefit plans, then the Company shall send to each Holder written
      notice of such determination and, if within fifteen (15) days after receipt
      of
      such notice, any such Holder shall so request in writing, the Company shall
      include in such registration statement all or any part of such Registrable
      Securities such Holder requests to be registered, to the extent the Company
      may
      do so without violating registration rights of others which exist as of the
      date
      of this Agreement, subject to customary underwriter cutbacks applicable to
      all
      holders of registration rights and subject to obtaining any required consent
      of
      any selling stockholder(s) to such inclusion under such registration
      statement.

     

    (f)    Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and the Holders of the then outstanding Registrable
      Securities. Notwithstanding the foregoing, a waiver or consent to depart from
      the provisions hereof with respect to a matter that relates exclusively to
      the
      rights of certain Holders and that does not directly or indirectly affect the
      rights of other Holders may be given by Holders of at least a majority of the
      Registrable Securities to which such waiver or consent relates; provided,
      however,
      that
      the provisions of this sentence may not be amended, modified, or supplemented
      except in accordance with the provisions of the immediately preceding
      sentence.

     

    (g)    Notices.
      Any
      notice or request hereunder may be given to the Company or the Purchaser at
      the
      respective addresses set forth below or as may hereafter be specified in a
      notice designated as a change of address under this Section 7(g). Any notice
      or
      request hereunder shall be given by registered or certified mail, return receipt
      requested, hand delivery, overnight mail, Federal Express or other national
      overnight next day carrier (collectively, “Courier”) or telecopy (confirmed by
      mail). Notices and requests shall be, in the case of those by hand delivery,
      deemed to have been given when delivered to any party to whom it is addressed,
      in the case of those by mail or overnight mail, deemed to have been given three
      (3) business days after the date when deposited in the mail or with the
      overnight mail carrier, in the case of a Courier, the next business day
      following timely delivery of the package with the Courier, and, in the case
      of a
      telecopy, when confirmed. The address for such notices and communications shall
      be as follows:


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to the Company:

            	
              Impart
                Media Group, Inc. Attention: Chief Financial Officer

            
	
               

            	Facsimile:
	 	 
	 	
              with
                a copy to:

            
	 	 
	 	
              Eric
                M. Hellige, Esq.

            
	 	
              Pryor
                Cashman Sherman & Flynn LLP

            
	 	
              410
                Park Avenue

            
	 	
              New
                York, New York 10022

            
	 	
              Facsimile:
                212-326-0806

            
	 	 
	 	 
	
              If
                to a Purchaser:

            	
              To
                the address set forth under such Purchaser name on the signature
                pages
                hereto.

            
	 	 
	
              If
                to any other Person who is then the registered
                Holder:

            	
              To
                the address of such Holder as it appears in the stock transfer books
                of
                the Company

            


    

     

    or
      such
      other address as may be designated in writing hereafter in accordance with
      this
      Section 7(g) by such Person.

     

    (h)    Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. The Company may not assign its rights or obligations hereunder without
      the prior written consent of each Holder. Each Holder may assign their
      respective rights hereunder in the manner and to the Persons as permitted under
      the Security Agreement. 

     

    (i)    
Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (j)    
Governing
      Law, Jurisdiction and Waiver of Jury Trial.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
      THE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
      SUCH
      STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. The Company hereby
      consents and agrees that the state or federal courts located in the County
      of
      New York, State of New York shall have exclusion jurisdiction to hear and
      determine any Proceeding between the Company, on the one hand, and the
      Purchaser, on the other hand, pertaining to this Agreement or to any matter
      arising out of or related to this Agreement; provided,
      that
      the Purchaser and the Company acknowledge that any appeals from those courts
      may
      have to be heard by a court located outside of the County of New York, State
      of
      New York, and further provided,
      that
      nothing in this Agreement shall be deemed or operate to preclude the Purchaser
      from bringing a Proceeding in any other jurisdiction to collect the obligations,
      to realize on the Collateral or any other security for the obligations, or
      to
      enforce a judgment or other court order in favor of the Purchaser. The Company
      expressly submits and consents in advance to such jurisdiction in any Proceeding
      commenced in any such court, and the Company hereby waives any objection which
      it may have based upon lack of personal jurisdiction, improper venue or
forum
      non conveniens.
      The
      Company hereby waives personal service of the summons, complaint and other
      process issued in any such Proceeding and agrees that service of such summons,
      complaint and other process may be made by registered or certified mail or
      by a
      nationally recognized overnight courier addressed to the Company at the address
      set forth in Section 7(g) and that service so made shall be deemed completed
      upon the earlier of Company’s actual receipt thereof and three (3) days after
      being sent by registered or certified mail or by a nationally recognized
      overnight courier addressed to the Company at the address set forth in Section
      7(g). The parties hereto desire that their disputes be resolved by a judge
      applying such applicable laws. Therefore, to achieve the best combination of
      the
      benefits of the judicial system and of arbitration, the parties hereto waive
      all
      rights to trial by jury in any Proceeding brought to resolve any dispute,
      whether arising in contract, tort, or otherwise between the Purchaser and/or
      the
      Company arising out of, connected with, related or incidental to the
      relationship established between then in connection with this Agreement. If
      either party hereto shall commence a Proceeding to enforce any provisions of
      this Agreement, the Security Agreement or any other Ancillary Agreement, then
      the prevailing party in such Proceeding shall be reimbursed by the other party
      for its reasonable attorneys’ fees and other costs and expenses incurred with
      the investigation, preparation and prosecution of such Proceeding.

     

    (k)    Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

     

    (l)    
Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their reasonable efforts to
      find and employ an alternative means to achieve the same or substantially the
      same result as that contemplated by such term, provision, covenant or
      restriction. It is hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (m)    Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    [Balance
      of page intentionally left blank; signature page follows]


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

     

    


    
      	 	
              IMPART
                MEDIA GROUP, INC.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/Joseph
                Martinez

            	 
	 	
              Name:
                Joseph Martinez

            	 
	 	
              Title:
                Chief Financial Officer

            	 
	 	 	 	 
	 	 	 	 
	 	
              LAURUS
                MASTER FUND, LTD. 

            	 
	 	 	 
	 	 	 
	 	
              By:

            	/s/
              David Grin	 
	 	
              Name:

            	David
              Grin	 
	 	
              Title:

            	Director	 
	 	 	 
	 	
              Address
                for Notices:

            	 
	 	 	 
	 	
              825
                Third Avenue, 14th Floor

            	 
	 	
              New
                York, New York 10022

            	 
	 	
              Attention:
                David Grin

            	 
	 	
              Facsimile:
                212-541-4434

            	 


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    ____________,
      200___

     

    ______________

     

    ______________

     

    Attention:
      __________

     

    
      	 	
              Re:

            	
              Impart
                Media Group, Inc. Registration Statement on Form
                SB-2

            


    

     

    Ladies
      and Gentlemen:

     

    As
      counsel to Impart
      Media Group, Inc,
      a
      Nevada corporation (the “Company”), we have been requested to render our opinion
      to you in connection with the resale by the individuals or entitles listed
      on
Schedule
      A
      attached
      hereto (the “Selling Stockholders”), of an aggregate of __________ shares (the
“Shares”) of the Company’s Common Stock.

     

    A
      Registration Statement on Form SB-2 (Reg. No. 333-_____) under the Securities
      Act of 1933, as amended (the “Act”), with respect to the resale of the Shares
      was declared effective by the Securities and Exchange Commission on [date].
      Enclosed is a copy of the Prospectus included in the Registration Statement
      dated [date]. We understand that the Shares are to be offered and sold in the
      manner described in the Prospectus.

     

    Based
      upon the foregoing, upon request by the Selling Stockholders at any time while
      the registration statement remains effective, it is our opinion that the Shares
      have been registered for resale under the Act and new certificates evidencing
      the Shares upon their transfer by the Selling Stockholders may be issued without
      restrictive legend. We will advise you if the registration statement is not
      available or effective at any point in the future.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	 
	 	
              [Company
                counsel]

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      A to Exhibit A

     

    
      	
              Selling
                Stockholder

            	
              R/N/O

            	
              Shares

              Being
                Offered