Exhibit 10.3


    
      

    

     

    Exhibit
      10.3

     

     

    STOCK
      PLEDGE AGREEMENT

     

     

    This
      Stock Pledge Agreement (this “Agreement”),
      dated
      as of January 27, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”),
      Impart Media Group, Inc., a Nevada corporation (the “Company”),
      and
      each of the other undersigned parties (other than the Pledgee) (the Company
      and
      each such other undersigned party, a “Pledgor”
and
      collectively, the “Pledgors”).

     

    BACKGROUND

     

    The
      Company has entered into a Security Agreement
      dated as of January 27, 2006 (as amended, modified, restated or supplemented
      from time to time, the “Security
      Agreement”),
      pursuant to which the Pledgee provides or will provide certain financial
      accommodations to the Company and certain subsidiaries of the
      Company.

     

    In
      order
      to induce the Pledgee to provide or continue to provide the financial
      accommodations described in the Security Agreement, each Pledgor has agreed
      to
      pledge and grant a security interest in the collateral described herein to
      the
      Pledgee on the terms and conditions set forth herein.

     

    NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration the receipt of which is hereby acknowledged, the parties hereto
      agree as follows:

     

    1.    Defined
      Terms.
      All
      capitalized terms used herein which are not defined shall have the meanings
      given to them in the Security Agreement

     

    2.    Pledge
      and Grant of Security Interest.
      To
      secure the full and punctual payment and performance of (the following clauses
      (a) and (b), collectively, the “Obligations”)
      (a)
      the obligations under the Security Agreement and the Ancillary Agreements
      referred to in the Security Agreement (the Security Agreement and the Ancillary
      Agreements, as each may be amended, restated, modified and/or supplemented
      from
      time to time, collectively, the “Documents”)
      and
      (b) all other obligations and liabilities of each Pledgor to the Pledgee whether
      now existing or hereafter arising, direct or indirect, liquidated or
      unliquidated, absolute or contingent, due or not due and whether under, pursuant
      to or evidenced by a note, agreement, guaranty, instrument or otherwise (in
      each
      case, irrespective of the genuineness, validity, regularity or enforceability
      of
      such Obligations, or of any instrument evidencing any of the Obligations or
      of
      any collateral therefor or of the existence or extent of such collateral, and
      irrespective of the allowability, allowance or disallowance of any or all of
      such in any case commenced by or against any Pledgor under Title 11, United
      States Code, including, without limitation, obligations of each Pledgor for
      post-petition interest, fees, costs and charges that would have accrued or
      been
      added to the Obligations but for the commencement of such case), each Pledgor
      hereby pledges, assigns, hypothecates, transfers and grants a security interest
      to Pledgee in all of the following (the “Collateral”):


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)    the
      shares of stock set forth on Schedule
      A
      annexed
      hereto and expressly made a part hereof (together with any additional shares
      of
      stock or other equity interests acquired by any Pledgor, the “Pledged
      Stock”),
      the
      certificates representing the Pledged Stock and all dividends, cash, instruments
      and other property or proceeds from time to time received, receivable or
      otherwise distributed in respect of or in exchange for any or all of the Pledged
      Stock;

     

    (b)    all
      additional shares of stock of any issuer (each, an “Issuer”)
      of the
      Pledged Stock from time to time acquired by any Pledgor in any manner,
      including, without limitation, stock dividends or a distribution in connection
      with any increase or reduction of capital, reclassification, merger,
      consolidation, sale of assets, combination of shares, stock split, spin-off
      or
      split-off (which shares shall be deemed to be part of the Collateral), and
      the
      certificates representing such additional shares, and all dividends, cash,
      instruments and other property or proceeds from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of such shares; and

     

    (c)    all
      options and rights, whether as an addition to, in substitution of or in exchange
      for any shares of any Pledged Stock and all dividends, cash, instruments and
      other property or proceeds from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all such options and
      rights.

     

    3.    Delivery
      of Collateral.
      All
      certificates representing or evidencing the Pledged Stock shall be delivered
      to
      and held by or on behalf of Pledgee pursuant hereto and shall be accompanied
      by
      duly executed instruments of transfer or assignments in blank, all in form
      and
      substance satisfactory to Pledgee. Each Pledgor hereby authorizes the Issuer
      upon demand by the Pledgee to deliver any certificates, instruments or other
      distributions issued in connection with the Collateral directly to the Pledgee,
      in each case to be held by the Pledgee, subject to the terms hereof. Upon the
      occurrence and during the continuance of an Event of Default (as defined below),
      the Pledgee shall have the right, during such time in its discretion and without
      notice to the Pledgor, to transfer to or to register in the name of the Pledgee
      or any of its nominees any or all of the Pledged Stock. In addition, the Pledgee
      shall have the right at such time to exchange certificates or instruments
      representing or evidencing Pledged Stock for certificates or instruments of
      smaller or larger denominations.

     

    4.    Representations
      and Warranties of each Pledgor.
      Each
      Pledgor jointly and severally represents and warrants to the Pledgee (which
      representations and warranties shall be deemed to continue to be made until
      all
      of the Obligations have been paid in full and each Document and each agreement
      and instrument entered into in connection therewith has been irrevocably
      terminated) that:

     

    (a)    the
      execution, delivery and performance by each Pledgor of this Agreement and the
      pledge of the Collateral hereunder do not and will not result in any violation
      of any agreement, indenture, instrument, license, judgment, decree, order,
      law,
      statute, ordinance or other governmental rule or regulation applicable to any
      Pledgor;

     

    (b)    this
      Agreement constitutes the legal, valid, and binding obligation of each Pledgor
      enforceable against each Pledgor in accordance with its terms;


    
      
        
        

      

      
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    (c)    (i)
      all
      Pledged Stock owned by each Pledgor is set forth on Schedule
      A
      hereto
      and (ii) each Pledgor is the direct and beneficial owner of each share of the
      Pledged Stock;

     

    (d)    all
      of
      the shares of the Pledged Stock have been duly authorized, validly issued and
      are fully paid and nonassessable;

     

    (e)    no
      consent or approval of any person, corporation, governmental body, regulatory
      authority or other entity, is or will be necessary for (i) the execution,
      delivery and performance of this Agreement, (ii) the exercise by the Pledgee
      of
      any rights with respect to the Collateral or (iii) the pledge and assignment
      of,
      and the grant of a security interest in, the Collateral hereunder;

     

    (f)    there
      are
      no pending or, to the best of Pledgor’s knowledge, threatened actions or
      proceedings before any court, judicial body, administrative agency or arbitrator
      which may materially adversely affect the Collateral;

     

    (g)    each
      Pledgor has the requisite power and authority to enter into this Agreement
      and
      to pledge and assign the Collateral to the Pledgee in accordance with the terms
      of this Agreement;

     

    (h)    each
      Pledgor owns each item of the Collateral and, except for the pledge and security
      interest granted to Pledgee hereunder, the Collateral shall be, immediately
      following the closing of the transactions contemplated by the Documents, free
      and clear of any other security interest, mortgage, pledge, claim, lien, charge,
      hypothecation, assignment, offset or encumbrance whatsoever (collectively,
      “Liens”);

     

    (i)    
there
      are
      no restrictions on transfer of the Pledged Stock contained in the certificate
      of
      incorporation or by-laws (or equivalent organizational documents) of the Issuer
      or otherwise which have not otherwise been enforceably and legally waived by
      the
      necessary parties;

     

    (j)    
none
      of
      the Pledged Stock has been issued or transferred in violation of the securities
      registration, securities disclosure or similar laws of any jurisdiction to
      which
      such issuance or transfer may be subject;

     

    (k)    the
      pledge and assignment of the Collateral and the grant of a security interest
      under this Agreement vest in the Pledgee all rights of each Pledgor in the
      Collateral as contemplated by this Agreement; and

     

    (l)    
The
      Pledged Stock constitutes one hundred percent (100%) of the issued and
      outstanding shares of capital stock of each Issuer.

     

    5.    Covenants.
      Each
      Pledgor jointly and severally covenants that, until the Obligations shall be
      indefeasibly satisfied in full and each Document and each agreement and
      instrument entered into in connection therewith is irrevocably
      terminated:


    
      
        
        

      

      
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    (a)    No
      Pledgor will sell, assign, transfer, convey, or otherwise dispose of its rights
      in or to the Collateral or any interest therein; nor will any Pledgor create,
      incur or permit to exist any Lien whatsoever with respect to any of the
      Collateral or the proceeds thereof other than that created hereby. 

     

    (b)    Each
      Pledgor will, at its expense, defend Pledgee’s right, title and security
      interest in and to the Collateral against the claims of any other
      party.

     

    (c)    Each
      Pledgor shall at any time, and from time to time, upon the written request
      of
      Pledgee, execute and deliver such further documents and do such further acts
      and
      things as Pledgee may reasonably request in order to effectuate the purposes
      of
      this Agreement including, but without limitation, delivering to Pledgee, upon
      the occurrence of an Event of Default, irrevocable proxies in respect of the
      Collateral in form satisfactory to Pledgee. Until receipt thereof, upon an
      Event
      of Default that has occurred and is continuing beyond any applicable grace
      period, this Agreement shall constitute Pledgor’s proxy to Pledgee or its
      nominee to vote all shares of Collateral then registered in each Pledgor’s
      name.

     

    (d)    No
      Pledgor will consent to or approve the issuance of (i) any additional shares
      of
      any class of capital stock or other equity interests of the Issuer; or (ii)
      any
      securities convertible either voluntarily by the holder thereof or automatically
      upon the occurrence or nonoccurrence of any event or condition into, or any
      securities exchangeable for, any such shares, unless, in either case, such
      shares are pledged as Collateral pursuant to this Agreement.

     

    6.    Voting
      Rights and Dividends.
      In
      addition to the Pledgee’s rights and remedies set forth in Section 8 hereof, in
      case an Event of Default shall have occurred and be continuing, beyond any
      applicable cure period, the Pledgee shall (i) be entitled to vote the
      Collateral, (ii) be entitled to give consents, waivers and ratifications in
      respect of the Collateral (each Pledgor hereby irrevocably constituting and
      appointing the Pledgee, with full power of substitution, the proxy and
      attorney-in-fact of each Pledgor for such purposes) and (iii) be entitled to
      collect and receive for its own use cash dividends paid on the Collateral.
      No
      Pledgor shall be permitted to exercise or refrain from exercising any voting
      rights or other powers if, in the reasonable judgment of the Pledgee, such
      action would have a material adverse effect on the value of the Collateral
      or
      any part thereof; and, provided,
      further,
      that
      each Pledgor shall give at least five (5) days’ written notice of the manner in
      which such Pledgor intends to exercise, or the reasons for refraining from
      exercising, any voting rights or other powers other than with respect to any
      election of directors and voting with respect to any incidental matters.
      Following the occurrence of an Event of Default, all dividends and all other
      distributions in respect of any of the Collateral, shall be delivered to the
      Pledgee to hold as Collateral and shall, if received by any Pledgor, be received
      in trust for the benefit of the Pledgee, be segregated from the other property
      or funds of any other Pledgor, and be forthwith delivered to the Pledgee as
      Collateral in the same form as so received (with any necessary
      endorsement).

     

    7.    Event
      of Default.
      An
“Event of Default” under this Agreement shall occur upon the happening of any of
      the following events:


    
      
        
        

      

      
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    (a)    An
“Event
      of Default” under any Document or any agreement or note related to any Document
      shall have occurred and be continuing beyond any applicable cure
      period;

     

    (b)    Any
      Pledgor shall default in the performance of any of its obligations under any
      Document, including, without limitation, this Agreement, and such default shall
      not be cured during the cure period applicable thereto;

     

    (c)    Any
      representation or warranty of any Pledgor made herein, in any Document or in
      any
      agreement, statement or certificate given in writing pursuant hereto or thereto
      or in connection herewith or therewith shall be false or misleading in any
      material respect; 

     

    (d)    Any
      portion of the Collateral is subjected to a levy of execution, attachment,
      distraint or other judicial process or any portion of the Collateral is the
      subject of a claim (other than by the Pledgee) of a Lien or other right or
      interest in or to the Collateral and such levy or claim shall not be cured,
      disputed or stayed within a period of fifteen (15) business days after the
      occurrence thereof; or

     

    (e)    Any
      Pledgor shall (i) apply for, consent to, or suffer to exist the appointment
      of,
      or the taking of possession by, a receiver, custodian, trustee, liquidator
      or
      other fiduciary of itself or of all or a substantial part of its property,
      (ii)
      make a general assignment for the benefit of creditors, (iii) commence a
      voluntary case under any state or federal bankruptcy laws (as now or hereafter
      in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition
      seeking to take advantage of any other law providing for the relief of debtors,
      (vi) acquiesce to, or fail to have dismissed, within thirty (30) days, any
      petition filed against it in any involuntary case under such bankruptcy laws,
      or
      (vii) take any action for the purpose of effecting any of the
      foregoing.

     

    8.    Remedies.
      In case
      an Event of Default shall have occurred and is continuing, the Pledgee may:
      

     

    (a)    Transfer
      any or all of the Collateral into its name, or into the name of its nominee
      or
      nominees;

     

    (b)    Exercise
      all corporate rights with respect to the Collateral including, without
      limitation, all rights of conversion, exchange, subscription or any other
      rights, privileges or options pertaining to any shares of the Collateral as
      if
      it were the absolute owner thereof, including, but without limitation, the
      right
      to exchange, at its discretion, any or all of the Collateral upon the merger,
      consolidation, reorganization, recapitalization or other readjustment of the
      Issuer thereof, or upon the exercise by the Issuer of any right, privilege
      or
      option pertaining to any of the Collateral, and, in connection therewith, to
      deposit and deliver any and all of the Collateral with any committee,
      depository, transfer agent, registrar or other designated agent upon such terms
      and conditions as it may determine, all without liability except to account
      for
      property actually received by it; and


    
      
        
        

      

      
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    (c)    Subject
      to any requirement of applicable law, sell, assign and deliver the whole or,
      from time to time, any part of the Collateral at the time held by the Pledgee,
      at any private sale or at public auction, with or without demand, advertisement
      or notice of the time or place of sale or adjournment thereof or otherwise
      (all
      of which are hereby waived, except such notice as is required by applicable
      law
      and cannot be waived), for cash or credit or for other property for immediate
      or
      future delivery, and for such price or prices and on such terms as the Pledgee
      in its sole discretion may determine, or as may be required by applicable
      law.

     

    Each
      Pledgor hereby waives and releases any and all right or equity of redemption,
      whether before or after sale hereunder. At any such sale, unless prohibited
      by
      applicable law, the Pledgee may bid for and purchase the whole or any part
      of
      the Collateral so sold free from any such right or equity of redemption. All
      moneys received by the Pledgee hereunder, whether upon sale of the Collateral
      or
      any part thereof or otherwise, shall be held by the Pledgee and applied by
      it as
      provided in Section 10 hereof. No failure or delay on the part of the Pledgee
      in
      exercising any rights hereunder shall operate as a waiver of any such rights
      nor
      shall any single or partial exercise of any such rights preclude any other
      or
      future exercise thereof or the exercise of any other rights hereunder. The
      Pledgee shall have no duty as to the collection or protection of the Collateral
      or any income thereon nor any duty as to preservation of any rights pertaining
      thereto, except to apply the funds in accordance with the requirements of
      Section 10 hereof. The Pledgee may exercise its rights with respect to property
      held hereunder without resort to other security for or sources of reimbursement
      for the Obligations. In addition to the foregoing, Pledgee shall have all of
      the
      rights, remedies and privileges of a secured party under the Uniform Commercial
      Code of New York (the “UCC”) regardless of the jurisdiction in which enforcement
      hereof is sought.

     

    9.    Private
      Sale.
      Each
      Pledgor recognizes that the Pledgee may be unable to effect (or to do so only
      after delay which would adversely affect the value that might be realized from
      the Collateral) a public sale of all or part of the Collateral by reason of
      certain prohibitions contained in the Securities Act, and may be compelled
      to
      resort to one or more private sales to a restricted group of purchasers who
      will
      be obliged to agree, among other things, to acquire such Collateral for their
      own account, for investment and not with a view to the distribution or resale
      thereof. Each Pledgor agrees that any such private sale may be at prices and
      on
      terms less favorable to the seller than if sold at public sales and that such
      private sales shall be deemed to have been made in a commercially reasonable
      manner. Each Pledgor agrees that the Pledgee has no obligation to delay sale
      of
      any Collateral for the period of time necessary to permit the Issuer to register
      the Collateral for public sale under the Securities Act.

     

    10.   Proceeds
      of Sale.
      The
      proceeds of any collection, recovery, receipt, appropriation, realization or
      sale of the Collateral shall be applied by the Pledgee as follows:

     

    (a)    First,
      to
      the payment of all costs, reasonable expenses and charges of the Pledgee and
      to
      the reimbursement of the Pledgee for the prior payment of such costs, reasonable
      expenses and charges incurred in connection with the care and safekeeping of
      the
      Collateral (including, without limitation, the reasonable expenses of any sale
      or any other disposition of any of the Collateral), attorneys’ fees and
      reasonable expenses, court costs, any other fees or expenses incurred or
      expenditures or advances made by Pledgee in the protection, enforcement or
      exercise of its rights, powers or remedies hereunder;


    
      
        
        

      

      
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    (b)    Second,
      to the payment of the Obligations, in whole or in part, in such order as the
      Pledgee may elect, whether or not such Obligations is then due;

     

    (c)    Third,
      to
      such persons, firms, corporations or other entities as required by applicable
      law including, without limitation, Section 9-615(a)(3) of the UCC;
      and

     

    (d)    Fourth,
      to the extent of any surplus to the Pledgors or as a court of competent
      jurisdiction may direct.

     

    In
      the
      event that the proceeds of any collection, recovery, receipt, appropriation,
      realization or sale are insufficient to satisfy the Obligations, each Pledgor
      shall be jointly and severally liable for the deficiency plus the costs and
      fees
      of any attorneys employed by Pledgee to collect such deficiency.

     

    11.   Waiver
      of Marshaling.
      Each
      Pledgor hereby waives any right to compel any marshaling of any of the
      Collateral.

     

    12.   No
      Waiver.
      Any and
      all of the Pledgee’s rights with respect to the Liens granted under this
      Agreement shall continue unimpaired, and Pledgor shall be and remain obligated
      in accordance with the terms hereof, notwithstanding (a) the bankruptcy,
      insolvency or reorganization of any Pledgor, (b) the release or substitution
      of
      any item of the Collateral at any time, or of any rights or interests therein,
      or (c) any delay, extension of time, renewal, compromise or other indulgence
      granted by the Pledgee in reference to any of the Obligations. Each Pledgor
      hereby waives all notice of any such delay, extension, release, substitution,
      renewal, compromise or other indulgence, and hereby consents to be bound hereby
      as fully and effectively as if such Pledgor had expressly agreed thereto in
      advance. No delay or extension of time by the Pledgee in exercising any power
      of
      sale, option or other right or remedy hereunder, and no failure by the Pledgee
      to give notice or make demand, shall constitute a waiver thereof, or limit,
      impair or prejudice the Pledgee’s right to take any action against any Pledgor
      or to exercise any other power of sale, option or any other right or
      remedy.

     

    13.   Expenses.
      The
      Collateral shall secure, and each Pledgor shall pay to Pledgee on demand, from
      time to time, all reasonable costs and expenses, (including but not limited
      to,
      reasonable attorneys’ fees and costs, taxes, and all transfer, recording, filing
      and other charges) of, or incidental to, the custody, care, transfer,
      administration of the Collateral or any other collateral, or in any way relating
      to the enforcement, protection or preservation of the rights or remedies of
      the
      Pledgee under this Agreement or with respect to any of the
      Obligations.

     

    14.   The
      Pledgee Appointed Attorney-In-Fact and Performance by the
      Pledgee.
      Upon
      the occurrence of an Event of Default, each Pledgor hereby irrevocably
      constitutes and appoints the Pledgee as such Pledgor’s true and lawful
      attorney-in-fact, with full power of substitution, to execute, acknowledge
      and
      deliver any instruments and to do in such Pledgor’s name, place and stead, all
      such acts, things and deeds for and on behalf of and in the name of such
      Pledgor, which such Pledgor could or might do or which the Pledgee may deem
      necessary, desirable or convenient to accomplish the purposes of this Agreement,
      including, without limitation, to execute such instruments of assignment or
      transfer or orders and to register, convey or otherwise transfer title to the
      Collateral into the Pledgee’s name. Each Pledgor hereby ratifies and confirms
      all that said attorney-in-fact may so do and hereby declares this power of
      attorney to be coupled with an interest and irrevocable. If any Pledgor fails
      to
      perform any agreement herein contained, the Pledgee may itself perform or cause
      performance thereof, and any costs and expenses of the Pledgee incurred in
      connection therewith shall be paid by the Pledgors as provided in Section 10
      hereof.


    
      
        
        

      

      
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    15.   Waivers.
      THE
      PARTIES HERETO DESIRES 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 ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
      WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN LAURUS, AND/OR ANY
      COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
      RELATIONSHIP ESTABLISHED BETWEEN THEN IN CONNECTION WITH THIS AGREEMENT, ANY
      OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. 

     

    16.   Recapture.
      Notwithstanding anything to the contrary in this Agreement, if the Pledgee
      receives any payment or payments on account of the Obligations, which payment
      or
      payments or any part thereof are subsequently invalidated, declared to be
      fraudulent or preferential, set aside and/or required to be repaid to a trustee,
      receiver, or any other party under the United States Bankruptcy Code, as
      amended, or any other federal or state bankruptcy, reorganization, moratorium
      or
      insolvency law relating to or affecting the enforcement of creditors’ rights
      generally, common law or equitable doctrine, then to the extent of any sum
      not
      finally retained by the Pledgee, each Pledgor’s obligations to the Pledgee shall
      be reinstated and this Agreement shall remain in full force and effect (or
      be
      reinstated) until payment shall have been made to Pledgee, which payment shall
      be due on demand.

     

    17.   Captions.
      All
      captions in this Agreement are included herein for convenience of reference
      only
      and shall not constitute part of this Agreement for any other
      purpose.

     

    18.   Miscellaneous.

     

    (a)    This
      Agreement constitutes the entire and final agreement among the parties with
      respect to the subject matter hereof and may not be changed, terminated or
      otherwise varied except by a writing duly executed by the parties
      hereto.

     

    (b)    No
      waiver
      of any term or condition of this Agreement, whether by delay, omission or
      otherwise, shall be effective unless in writing and signed by the party sought
      to be charged, and then such waiver shall be effective only in the specific
      instance and for the purpose for which given.

     

    (c)    In
      the
      event that any provision of this Agreement or the application thereof to any
      Pledgor or any circumstance in any jurisdiction governing this Agreement shall,
      to any extent, be invalid or unenforceable under any applicable statute,
      regulation, or rule of law, such provision shall be deemed inoperative to the
      extent that it may conflict therewith and shall be deemed modified to conform
      to
      such statute, regulation or rule of law, and the remainder of this Agreement
      and
      the application of any such invalid or unenforceable provision to parties,
      jurisdictions, or circumstances other than to whom or to which it is held
      invalid or unenforceable shall not be affected thereby, nor shall same affect
      the validity or enforceability of any other provision of this
      Agreement.


    
      
        
        

      

      
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    (d)    This
      Agreement shall be binding upon each Pledgor, and each Pledgor’s successors and
      assigns, and shall inure to the benefit of the Pledgee and its successors and
      assigns.

     

    (e)    Any
      notice or other communication required or permitted pursuant to this Agreement
      shall be given in accordance with the Security Agreement. 

     

    (f)    THIS
      AGREEMENT AND THE OTHER DOCUMENTS 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.

     

    (g)    EACH
      PLEDGOR 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 PLEDGOR, ON THE ONE HAND,
      AND THE PLEDGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR ANY OF
      THE
      OTHER DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT
      OR
      ANY OF THE OTHER DOCUMENTS, PROVIDED,
      THAT
      EACH PLEDGOR 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 AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE PLEDGEE
      FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
      COLLECT THE INDEBTEDNESS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY
      FOR
      THE INDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
      THE
      PLEDGEE. EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
      JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PLEDGOR
      HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
      JURISDICTION, IMPROPER VENUE OR FORUM
      NON CONVENIENS.
      EACH
      PLEDGOR 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
      OR BY A NATIONALLY RECOGNIZED OVERNIGHT COURIER ADDRESSED TO SUCH PLEDGOR AT
      THE
      ADDRESS SET FORTH IN THE SECURITY
      AGREEMENT
      AND THAT
      SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE SUCH PLEDGOR’S
      ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER BEING SENT BY REGISTERED OR
      CERTIFIED MAIL OR BY A NATIONALLY RECOGNIZED OVERNIGHT COURIER.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (h)    It
      is
      understood and agreed that any person or entity that desires to become a Pledgor
      hereunder, or is required to execute a counterpart of this Agreement after
      the
      date hereof pursuant to the requirements of any Document, shall become a Pledgor
      hereunder by (x) executing a Joinder Agreement in form and substance
      satisfactory to the Pledgee, (y) delivering supplements to such exhibits
      and annexes to such Documents as the Pledgee shall reasonably request and/or
      set
      forth in such joinder agreement and (z) taking all actions as specified in
      this
      Agreement as would have been taken by such Pledgor had it been an original
      party
      to this Agreement, in each case with all documents required above to be
      delivered to the Pledgee and with all documents and actions required above
      to be
      taken to the reasonable satisfaction of the Pledgee.

     

    (i)    
This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and all of which when taken together shall constitute one
      and
      the same agreement. Any signature delivered by a party by facsimile transmission
      shall be deemed an original signature hereto.

     

    [Remainder
      of Page Intentionally Left Blank]


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
      and
      year 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

            	 


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A to the Stock Pledge Agreement

     

    Pledged
      Stock

    

      
        	
                Pledgor

              	
                Issuer

              	
                Class
                  of

                Stock

              	
                Stock

                Certificate

                Number

              	
                Par
                  Value

              	
                Number

                of

                Shares

              	
                %
                  of

                outstanding

                Shares

              
	
                 

                Impart

                Media

                Group,
                  Inc.

              	
                 

                Impart,
                  Inc.

              	
                 

                Common

                Stock

              	
                 

                00001

              	
                 

                No
                  par value

              	
                 

                100

              	
                 

                100%