Unassociated Document


    
      

    


    Exhibit
      10.2

     

    THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
      OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO
      THIS
      NOTE 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.

     

    SECURED
      NON-CONVERTIBLE REVOLVING NOTE

     

    FOR
      VALUE
      RECEIVED, each of IMPART MEDIA GROUP, INC., a Nevada (the “Parent”),
      and
      the other companies listed on Exhibit
      A
      attached
      hereto (such other companies together with the Parent, each a “Company”
and
      collectively, the “Companies”),
      jointly and severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C
      Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street,
      George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the “Holder”)
      or its
      registered assigns or successors in interest, the sum of Six Million Dollars
      ($6,000,000), or, if different, the aggregate principal amount of all Loans
      (as
      defined in the Security Agreement referred to below), together with any accrued
      and unpaid interest hereon, on January 27, 2009 (the “Maturity
      Date”)
      if not
      sooner indefeasibly paid in full.

     

    Capitalized
      terms used herein without definition shall have the meanings ascribed to such
      terms in the Security Agreement among the Companies and the Holder dated as
      of
      the date hereof (as amended, modified and/or supplemented from time to time,
      the
“Security
      Agreement”).

     

    The
      following terms shall apply to this Secured Non-Convertible Revolving Note
      (this
“Note”):

     

    ARTICLE
      I

    CONTRACT
      RATE

     

    1.1   Contract
      Rate.
      Subject
      to Sections 3.2 and 4.10, interest payable on the outstanding principal amount
      of this Note (the “Principal
      Amount”)
      shall
      accrue at a rate per annum equal to the “prime rate” published in The
      Wall Street Journal
      from
      time to time (the “Prime
      Rate”),
      plus
      three percent (3.0%) (the “Contract
      Rate”).
      The
      Contract Rate shall be increased or decreased as the case may be for each
      increase or decrease in the Prime Rate in an amount equal to such increase
      or
      decrease in the Prime Rate; each change to be effective as of the day of the
      change in the Prime Rate. The Contract Rate shall not at any time be less than
      seven percent (7.0%). Interest shall be (i) calculated on the basis of a 360
      day
      year, and (ii) payable monthly, in arrears, commencing on February 1, 2006
      on
      the first business day of each consecutive calendar month thereafter through
      and
      including the Maturity Date, and on the Maturity Date, whether by acceleration
      or otherwise.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

     

    [INTENTIONALLY
      OMITTED]

     

    ARTICLE
      III

    EVENTS
      OF DEFAULT AND DEFAULT RELATED PROVISIONS

     

    3.1   Events
      of Default.
      The
      occurrence of an Event of Default under the Security Agreement shall constitute
      an event of default (“Event
      of Default”)
      hereunder. 

     

    3.2   Default
      Interest.
      Following the occurrence and during the continuance of an Event of Default,
      the
      Companies shall, jointly and severally, pay additional interest on the
      outstanding principal balance of this Note in an amount equal to two percent
      (2%) per month, and all outstanding Obligations, including unpaid interest,
      shall continue to accrue interest at such additional interest rate from the
      date
      of such Event of Default until the date such Event of Default is cured or
      waived.

     

    3.3   Default
      Payment.
      Following the occurrence and during the continuance of an Event of Default
      beyond any applicable grace period, the Holder, at its option, may elect, in
      addition to all rights and remedies of the Holder under the Security Agreement
      and the other Ancillary Agreements and all obligations and liabilities of each
      Company under the Security Agreement and the other Ancillary Agreements, to
      require the Companies, jointly and severally, to make a Default Payment
      (“Default
      Payment”).
      The
      Default Payment shall be one hundred twenty-five percent (125%) of the
      outstanding principal amount of the Note, plus accrued but unpaid interest,
      all
      other fees then remaining unpaid, and all other amounts payable hereunder.
      The
      Default Payment shall be applied first to any fees due and payable to the Holder
      pursuant to the Notes, the Security Agreement and/or the Ancillary Agreements,
      then to accrued and unpaid interest due on the Notes and then to the outstanding
      principal balance of the Notes. The Default Payment shall be due and payable
      immediately on the date that the Holder has exercised its rights pursuant to
      this Section 3.3.

     

    ARTICLE
      IV

    MISCELLANEOUS

     

    4.1   [Intentionally
      Omitted].

     

    4.2   Cumulative
      Remedies.
      The
      remedies under this Note shall be cumulative.

     

    4.3   Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of the Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.4   Notices.
      Any
      notice herein required or permitted to be given shall be in writing and shall
      be
      deemed effective given (a) upon personal delivery to the party notified, (b)
      when sent by confirmed telex or facsimile if sent during normal business hours
      of the recipient, if not, then on the next business day, (c) five days after
      having been sent by registered or certified mail, return receipt requested,
      postage prepaid, or (d) one day after deposit with a nationally recognized
      overnight courier, specifying next day delivery, with written verification
      of
      receipt. All communications shall be sent to the respective Company at the
      address provided for such Company in the Security Agreement executed in
      connection herewith, and to the Holder at the address provided in the Security
      Agreement for the Holder, with a copy to John E. Tucker, Esq., 825 Third Avenue,
      14th
      Floor,
      New York, New York 10022, facsimile number (212) 541-4434, or at such other
      address as the respective Company or the Holder may designate by ten days
      advance written notice to the other parties hereto. A Notice of Conversion
      shall
      be deemed given when made to the Parent pursuant to the Purchase
      Agreement.

     

    4.5   Amendment
      Provision.
      The
      term “Note” and all references thereto, as used throughout this instrument,
      shall mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented, and any successor instrument
      as such successor instrument may be amended or supplemented.

     

    4.6   Assignability.
      This
      Note shall be binding upon each Company and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and assigns, and
      may
      be assigned by the Holder in accordance with the requirements of the Security
      Agreement. No Company may not assign any of its obligations under this Note
      without the prior written consent of the Holder, any such purported assignment
      without such consent being null and void.

     

    4.7   Cost
      of Collection.
      In case
      of any Event of Default under this Note, the Companies shall, jointly and
      severally, pay the Holder the Holder’s reasonable costs of collection, including
      reasonable attorneys’ fees.

     

    4.8   Governing
      Law, Jurisdiction and Waiver of Jury Trial.

     

    (a)    THIS
      NOTE
      SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
      LAW.

     

    (b)    EACH
      COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED
      IN
      THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
      TO
      HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY COMPANY, ON THE ONE HAND,
      AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS NOTE, THE SECURITY
      AGREEMENT OR ANY OF THE OTHER ANCILLARY AGREEMENTS OR TO ANY MATTER ARISING
      OUT
      OF OR RELATED TO THIS NOTE, THE SECURITY AGREEMENT OR ANY OF THE OTHER ANCILLARY
      AGREEMENTS; PROVIDED,
      THAT,
      EACH
      COMPANY ACKNOWLEDGES 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 NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER FROM BRINGING
      SUIT OR TAKING OTHER LEGAL ACTION 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
      HOLDER. EACH COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
      JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH COMPANY
      HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
      JURISDICTION, IMPROPER VENUE OR FORUM
      NON CONVENIENS.
      EACH
      COMPANY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
      PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
      SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
      MAIL
      ADDRESSED TO THE COMPANY AT THE ADDRESS SET FORTH IN THE SECURITY AGREEMENT
      AND
      THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE COMPANY’S
      ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
      POSTAGE PREPAID


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)    EACH
      COMPANY DESIRES THAT ITS 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, EACH COMPANY HERETO WAIVES ALL RIGHTS
      TO
      TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
      WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE HOLDER, AND/OR
      ANY
      COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
      RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, THE SECURITY
      AGREEMENT, ANY OTHER ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO
      OR
      THERETO.

     

    4.9   Severability.
      In the
      event that any provision of this Note 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 Note.

     

    4.10        
      Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the maximum rate permitted by such law, any payments in excess
      of such maximum rate shall be credited against amounts owed by the Companies
      to
      the Holder and thus refunded to the Companies.

     

    4.11        
      Security
      Interest.
      The
      Holder has been granted a security interest in certain assets of the Companies
      as more fully described in the Security Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.12        
      Construction.
      Each
      party acknowledges that its legal counsel participated in the preparation of
      this Note 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 Note to favor any party against the
      other.

     

    4.13        
      Registered
      Obligation.
      This
      Note is intended to be a registered obligation within the meaning of Treasury
      Regulation Section 1.871-14(c)(1)(i) and the Company (or its agent) shall
      register the Note (and thereafter shall maintain such registration) as to both
      principal and any stated interest. Notwithstanding any document, instrument
      or
      agreement relating to this Note to the contrary, transfer of this Note (or
      the
      right to any payments of principal or stated interest thereunder) may only
      be
      effected by (i) surrender of this Note and either the reissuance by the Company
      of this Note to the new holder or the issuance by the Company of a new
      instrument to the new holder, or (ii) transfer through a book entry system
      maintained by the Company (or its agent), within the meaning of Treasury
      Regulation Section 1.871-14(c)(1)(i)(B). 

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      each
      Company has caused this Secured Non-Convertible Revolving Note to be signed
      in
      its name effective as of this 27th day of January 2006.

     

    
      	 	 	
              IMPART
                MEDIA GROUP, INC

            	 
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	
              /s/Joseph
                Martinez

            	 
	 	 	 	
              Name:
                Joseph Martinez

            	 
	 	 	 	
              Title:
                Chief Financial Officer

            	 
	 	 	 	 	 
	 	 	 	 	 
	
              WITNESS:

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    OTHER
      COMPANIES

     

    


     

    


     

    Impart,
      Inc., a Washington corporation